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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: 404-881-4777
www.alston.com
July 31, 2000
Healtheon/WebMD Corporation
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, Georgia 30326
Re: Form S-8 Registration Statement --
Envoy Stock Plan
Certain Stock Options held by Jeffrey T. Arnold
Ladies and Gentlemen:
We have acted as counsel for Healtheon/WebMD Corporation, a Delaware
corporation (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 8,000,000 shares of the
Corporation's Common Stock, par value $0.0001 per share ("Common Stock"), that
may be issued upon the exercise of stock options granted under the Envoy Stock
Plan (the "Envoy Options") and 2,486,741 shares of Common Stock to be issued
upon the exercise of outstanding stock options granted to Jeffrey T. Arnold
pursuant to his Employment Agreement, dated as of September 30, 1998, with
WebMD, Inc., and subsequently assumed by the Corporation (the "Arnold Options").
This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
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 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.
Based upon the foregoing, it is our opinion that the 10,486,741 shares
of Common Stock covered by the Registration Statement and to be issued pursuant
to the exercise of the Envoy Options and the Arnold Options, when issued in
accordance with the terms and conditions of the agreements evidencing such
options, will be legally and validly issued, fully paid and nonassessable.
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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/ Laura G. Thatcher
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A Partner
