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EXHIBIT 5.1
[ALSTON & BIRD LLP LETTERHEAD]
August 1, 2000
Healtheon/WebMD Corporation
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, Georgia 30326
Re: Registration Statement on Form S-4 (No. 333-39592)
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 (as amended, the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") to
register under the Securities Act of 1933, as amended (the "Securities Act"),
149,089,758 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 (i) the proposed merger transaction (the "Medical Manager
Merger") in which Medical Manager Corporation, a Delaware corporation ("Medical
Manager"), will be merged with and into the Company pursuant to an Agreement and
Plan of Merger, dated as of February 13, 2000, by and between the Company and
Medical Manager, as amended by Amendment No. 1, dated June 18, 2000 (the
"Medical Manager Merger Agreement"), and (ii) the proposed merger transaction
(the "CareInsite Merger") in which CareInsite, Inc., a Delaware corporation
("CareInsite"), will be merged with and into Avicenna Systems Corporation
("Avicenna"), a Massachusetts corporation and wholly owned subsidiary of Medical
Manager which, as a result of the Medical Manager Merger, will become a wholly
owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger,
dated as of February 13, 2000, by and among the Company, Avicenna and
CareInsite, as amended by Amendment No. 1, dated June 18, 2000 (the "CareInsite
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 deemed by us to be relevant
to this opinion letter, the Medical Manager Merger Agreement, the CareInsite
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 Medical Manager
Merger Agreement and the CareInsite 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.
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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, (i) assuming approval
by the stockholders of the Company and Medical Manager of the Medical Manager
Merger and consummation of the Medical Manager Merger in accordance with the
terms of the Medical Manager Merger Agreement, the Shares to be issued in the
Medical Manager Merger upon conversion of and in exchange for the shares of
Medical Manager's common stock, par value $0.01 per share, issued and
outstanding immediately prior to the effective time of the Medical Manager
Merger, when issued and delivered by the Company against payment of the
consideration set forth in the Medical Manager Merger Agreement, will be validly
issued, fully paid and nonassessable and (ii) assuming approval by the
stockholders of the Company of the issuance of those Shares to be issued to the
stockholders of CareInsite in the CareInsite Merger and approval by the
stockholders of CareInsite of the CareInsite Merger and consummation of the
CareInsite Merger in accordance with the terms of the CareInsite Merger
Agreement, the Shares to be issued in the CareInsite Merger upon conversion of
and in exchange for the shares of CareInsite's common stock, par value $0.01 per
share, issued and outstanding immediately prior to the effective time of the
CareInsite Merger, when issued and delivered by the Company against payment of
the consideration set forth in the CareInsite 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 Prospectus constituting a part thereof.
ALSTON & BIRD LLP
By: /s/ C. Mark Kelly
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C. Mark Kelly, Partner
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