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EXHIBIT 5
1701 Market Street MORGAN, LEWIS
& BOCKIUS LLP
Philadelphia, PA 19103-2921 C O U N S E L O R S A T L A W
215-963-5000
FAX: 215-963-5299
August 3, 2000
HealthGrades.com, Inc.
44 Union Boulevard, Suite 600
Lakewood, Colorado 80228
Re: HealthGrades.com, Inc.
Registration Statement on Form S-8 Relating to the
HealthGrades.com, Inc. 1996 Equity Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to HealthGrades.com, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 1,000,000 shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), issuable under the HealthGrades.com, Inc. 1996
Equity Compensation Plan (the "Plan"). We have examined such certificates,
records, statutes and other documents as we have deemed relevant in rendering
this opinion.
As to matters of fact, we have relied on representations of officers of the
Company. In our examination, we have assumed the genuineness of documents
submitted to us as originals and the conformity with the original of all
documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the shares of Common Stock
originally issued by the Company to participants under the Plan will be, when
issued in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable shares of Common Stock.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
Philadelphia Washington New York Los Angeles Miami Harrisburg
Pittsburgh Princeton London Brussels Frankfurt Tokyo
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HealthGrades.com, Inc.
August 3, 2000
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We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
_____________________________________
Morgan, Lewis & Bockius LLP
