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EXHIBIT 5.2
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
July 24, 2000
AMERIGROUP Corporation
4425 Corporation Lane
Virginia Beach, VA 23462
Re: AMERIGROUP Corporation
Registration Statement on Form S-1
(File No. 333-37410)
Ladies and Gentlemen:
We have acted as special counsel to AMERIGROUP Corporation, a
Delaware corporation (the "Company"), in connection with the proposed issuance
by the Company of up to an aggregate 600,000 shares of Common Stock (the "Plan
Shares") pursuant to the Company's Employee Stock Purchase Plan (the "Stock
Purchase Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-1 (File No. 333-37410) as filed with the
Securities and Exchange Commission (the "Commission") on May 19, 2000 under the
Act; (ii) Amendment No. 1 to Part II of the Registration Statement as filed with
the Commission on June 26, 2000 under the Act; (iii) Amendment No. 2 to the
Registration Statement as filed with the Commission on July 3, 2000 under the
Act; (iv) Amend-
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AMERIGROUP, Corporation
July 24, 2000
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ment No. 3 to the Registration Statement as filed with the Commission on the
date hereof (such Registration Statement, as so amended, being hereinafter
referred to as the "Registration Statement"); (v) a specimen certificate
representing the Common Stock; (vi) the Amended and Restated Certificate of
Incorporation of the Company, as currently in effect; (vii) the Amended and
Restated By-Laws of the Company, as currently in effect; (viii) the form of the
Amendment to the Certificate of Incorporation of the Company intended to be
filed with the Secretary of State for the State of Delaware to reflect the
Company's proposed 2 for 1 reverse stock split, filed as an exhibit to the
Registration Statement (the "New Charter"); (ix) the form of Amended and
Restated By-Laws of the Company, filed as an exhibit to the Registration
Statement; (x) the Stock Purchase Plan and (xi) certain resolutions of the Board
of Directors of the Company, relating to the Stock Purchase Plan. We also have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, its directors and officers, had the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. In rendering the opinion set forth
below, we have assumed the due filing of the New Charter with the Secretary of
State of the State of Delaware. In rendering the opinion set forth below, we
have assumed that prior to the issuance of the Plan Shares, the Company and the
relevant optionee will have duly entered into subscription agreements
("Subscription Agreements") in accordance with the Stock Purchase Plan. As to
any facts material to the opinions expressed herein which we have not
independently
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AMERIGROUP, Corporation
July 24, 2000
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established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Members of our firm are admitted to the bar in the State of
New York and we do not express any opinion as to the laws of any jurisdiction
other than the corporate laws of the State of Delaware, and we do not express
any opinion as to the effect of any other laws on the opinion stated herein.
Based upon and subject to the foregoing, we are of the opinion
that when (i) the Registration Statement becomes effective under the Act and
(ii) certificates representing the Plan Shares in the form of the specimen
certificate examined by us have been manually signed by an authorized officer of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and the Plan Shares are delivered and paid for in
accordance with the terms of the Stock Purchase Plan and the Subscription
Agreements, the Plan Shares will have been duly authorized and the Plan Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
