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EXHIBIT 5.1
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
August 17, 2000
Accredo Health, Incorporated
1640 Century Center Parkway, Suite 101
Memphis, TN 36134
Re: Form S-3 Registration Statement
Accredo Health, Incorporated
Ladies and Gentlemen:
We have acted as counsel for Accredo Health, Incorporated, a Delaware
corporation (the "Corporation"), in connection with the Registration Statement
(the "Initial Registration Statement") on Form S-3 (File No. 333-42386), filed
by the Corporation with the Securities and Exchange Commission (the
"Commission"), for the purpose of registering under the Securities Act of 1933,
as amended (the "Securities Act") 2,300,000 shares of the Company's Common
Stock, par value $.01 per share.
The Initial Registration Statement was declared effective by the
Commission on August 17, 2000. The Company has filed, as of the date hereof, a
Registration Statement on Form S-3 pursuant to Rule 462(b) of the Securities Act
(the "New Registration Statement") to register additional shares of Common Stock
to be purchased and sold under the Underwriting Agreement for the offering
together with the shares of Common Stock registered pursuant to the Initial
Registration Statement.
This Opinion Letter is rendered pursuant to Item 16 of Form S-3, and
Item 601(b)(5) of Regulation S-K. Capitalized terms used in this Opinion Letter
and not otherwise defined herein shall have the meanings assigned to such terms
in the Registration Statement.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents
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as we have deemed appropriate as a basis for the opinions hereinafter set forth.
The opinions set forth herein are limited to the laws of the State of Delaware,
in reliance solely on published general compilations thereof as of the date
hereof.
Based upon the foregoing, it is our opinion that when issued the shares
of Common Stock covered by the New Registration Statement will be legally and
validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Steven L. Pottle
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Steven L. Pottle, Esq.
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1211 East Morehead Street N.W. 3805 Glenwood Avenue, Suite 310 601 Pennsylvania Avenue
P.O. Drawer 34009 P.O. Drawer 31107 North Building, 11th Floor
Charlotte, NC 28234-4009 Raleigh, NC 27822-1107 Washington, DC 20004-2601
704-331-6000 918-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-420-2260 Fax: 202-756-3333
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