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EXHIBIT 5.1
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 initial public
offering by the Company of up to 4,985,000 shares (including 585,000 shares
subject to an over-allotment option) (the "Primary Shares") and the sale by
Jeffrey McWaters of up to 75,000 shares subject to an over-allotment option (the
"Secondary Shares"), of the Company's common stock, par value $0.01 per share
(the "Common Stock").
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
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AMERIGROUP, Corporation
July 24, 2000
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Statement as filed with the Commission on July 3, 2000 under the Act, (iv)
Amendment 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) the form of Underwriting
Agreement (the "Underwriting Agreement") proposed to be entered into by and
among the Company, as issuer, and, Deutsche Bank Securities Inc., Banc of
America Securities LLC and UBS Warburg LLC, as representatives of the several
underwriters named therein (the "Underwriters"), filed as an exhibit to the
Registration Statement; (vi) a specimen certificate representing the Common
Stock; (vii) the Amended and Restated Certificate of Incorporation of the
Company, as amended to date and currently in effect; (viii) the Amended and
Restated By-Laws of the Company, as amended to date and currently in effect;
(ix) 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"); (x) the form of
Amended and Restated By-Laws of the Company, filed as an exhibit to the
Registration Statement; (xi) certain resolutions of the Board of Directors of
the Company, relating to the issuance and sale of the Primary Shares, the New
Charter and related matters; (xii) certain resolutions of the Board of Directors
of the Company relating to the Secondary Shares; (xiii) certain resolutions of
the stockholders of the Company relating to the New Charter and (xiv) a copy of
the stock certificate representing the Secondary Shares. 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
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AMERIGROUP, Corporation
July 24, 2000
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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 opinions 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 in paragraph 2 below, we have assumed that the Company has
received the entire amount of the consideration contemplated by the resolutions
of the Board of Directors of the Company authorizing the issuance of the
Secondary Shares. As to any facts material to the opinions expressed herein
which we have not independently 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:
1. When (i) the Registration Statement becomes effective under
the Act; (ii) the Underwriting Agreement has been duly executed and delivered;
and (iii) certificates representing the Primary 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 have been delivered to and paid for by
the Underwriters at a price per share not less than the per share par value of
the Common Stock as contemplated by the Underwriting Agreement, the issuance and
sale of the Primary Shares will have been duly authorized, and the Primary
Shares will be validly issued, fully paid and nonassessable.
2. The Secondary Shares have been duly authorized and validly
issued and are fully paid and nonassessable.
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AMERIGROUP, Corporation
July 24, 2000
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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
