<PAGE> 1
EXHIBIT 5.1
[ALSTON & BIRD LLP LETTERHEAD]
August 4, 2000
Healtheon/WebMD Corporation
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, Georgia 30326
Re: Registration Statement on Form S-4 (No. 333-42440), related to
the proposed merger transaction with OnHealth Network Company
Ladies and Gentlemen:
We have acted as counsel to Healtheon/WebMD Corporation, a Delaware
corporation (the "Company"), in connection with the filing of the
above-referenced Registration Statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), 4,717,859 shares of
the Company's Common Stock, par value $0.0001 per share, for issuance and sale
by the Company (the "Shares"). Following the effectiveness of the Registration
Statement, the Company intends to issue the Shares in connection with the
proposed merger transaction (the "Merger") in which Tech Acquisition
Corporation, a Washington corporation and wholly owned subsidiary of the Company
("Tech Acquisition"), will be merged with and into OnHealth Network Company, a
Washington corporation ("OnHealth"), pursuant to an Agreement and Plan of
Merger, dated as of February 15, 2000, by and between the Company, Tech
Acquisition and OnHealth ("Merger Agreement").
We have examined the Amended and Restated Certificate of Incorporation
of the Company, as amended, the Bylaws of the Company, as amended, records of
proceedings of the Board of Directors of the Company and committees thereof
deemed by us to be relevant to this opinion letter, the Merger Agreement, the
Registration Statement and other agreements or documents we deemed necessary for
the purpose of expressing the opinions set forth herein. We also have made such
further legal and factual examinations and investigations as we deemed necessary
for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon the representations and warranties made in the Merger Agreement by
the parties thereto, certificates and statements of officers of the Company and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
<PAGE> 2
Our opinion set forth below is limited to the General Corporation Law of
the State of Delaware and reported judicial decisions interpreting such General
Corporation Law, and we do not express any opinion herein concerning any other
laws.
This opinion letter is provided to the Company and the Commission for their
use solely in connection with the transactions contemplated by the Registration
Statement and may not be used, circulated, quoted or otherwise relied upon by
any other person or for any other purpose without our express written consent.
The only opinion rendered by us consists of those matters set forth in the
following paragraph, and no opinion may be implied or inferred beyond the
opinion expressly stated. The opinion rendered herein is as of the date hereof,
and we make no undertaking and expressly disclaim any duty to supplement such
opinion if, after the date hereof, facts and circumstances come to our attention
or changes in the law occur which could affect such opinion.
Based on the foregoing, it is our opinion that, assuming approval
by the shareholders of OnHealth of the Merger and consummation of the Merger in
accordance with the terms of the Merger Agreement, the Shares to be issued in
the Merger upon conversion of and in exchange for the shares of OnHealth's
common stock, par value $0.01 per share, issued and outstanding immediately
prior to the effective time of the Merger, when issued and delivered by the
Company against payment of the consideration set forth in the Merger Agreement,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Proxy Statement/Prospectus constituting a part thereof.
ALSTON & BIRD LLP
By: /s/ C. MARK KELLY
------------------------------------
C. Mark Kelly, Partner
-2-
