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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
October 4, 2000
WebMD Corporation
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, Georgia 30326
Re: Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 filed by WebMD Corporation
Ladies and Gentlemen:
We have acted as counsel for WebMD Corporation, a Delaware corporation
(the "Corporation"), in connection with the referenced Post Effective Amendment
No. 1 to Form S-4 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 14,504,713 shares of the Corporation's Common Stock, par value $0.0001
per share ("Common Stock"), that may be issued upon the exercise of those stock
options identified on the cover page to the Registration Statement (the "Assumed
Options"), which were assumed by the Corporation in connection with its merger
with Medical Manager Corporation pursuant to the Agreement and Plan of Merger
dated as of February 13, 2000 by and between Medical Manager Corporation and the
Company, as amended by Amendment No. 1 dated as of June 18, 2000. 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 14,504,713 shares
of Common Stock covered by the Registration Statement and to be issued pursuant
to the exercise of the Assumed Options, when issued in accordance with the terms
and conditions of the agreements evidencing
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such options or the applicable plan document, will be 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/ Laura G. Thatcher
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A Partner
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