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EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
August 17, 2000
PACIFICARE HEALTH SYSTEMS, INC.
3120 Lake Center Drive
Santa Ana, CA 92704
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by PACIFICARE HEALTH SYSTEMS, INC., a Delaware corporation (the
"Company") of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission, covering the offering
of an aggregate of up to 1,900,000 shares of the Company's Common Stock, $.01
par value (the "Shares"), including 400,000 shares issuable pursuant to the
Company's 2000 Non-Employee Directors Stock Option Plan (the "Directors Plan")
and 1,500,000 shares issuable pursuant to the Company's 2000 Employee Plan (the
"Employee Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Directors Plan, the Employee Plan, the Company's
Certificate of Incorporation and Bylaws, as amended, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Directors Plan or
the Employee Plan, as applicable, the Registration Statement and the related
prospectus, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
Barbara L. Borden
