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EXHIBIT 5.1
[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
August 7, 2000
The TriZetto Group, Inc.
567 San Nicholas Drive, Suite 360
Newport Beach, CA 92660
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by The TriZetto Group, Inc.,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an additional 3,200,000 shares of the Company's common stock,
$.001 par value ("Common Stock"), issuable under the Company's First Amended and
Restated 1998 Stock Option Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 3,200,000 shares of
Common Stock to be issued under the Plan against full payment in accordance with
the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Stradling Yocca Carlson & Rauth
