Exhibit 99.2
December 14, 2000
Mr. John A. O'Rourke
President & CEO
Blue Cross Blue Shield of Missouri
1831 Chestnut Street
St. Louis, MO 63103
Mr. John A. O'Rourke
Chairman, President & CEO
RightCHOICE Managed Care, Inc.
1831 Chestnut Street
St. Louis, MO 63103
The Missouri Foundation For Health
c/o Mr. Paul C. Wilson, Chairperson
221 West High Street
Jefferson City, MO 65101
Subject: BCBSMo Settlement Agreement and Plan of Reorganization:
Private Letter Ruling to BCBSMo (PLR-110410-00)
Ladies and Gentlemen:
On November 30, 2000, PricewaterhouseCoopers, LLP ("PwC") issued
to you a tax opinion regarding certain federal income tax issues
relating to the Transfer and Assumption Transaction(1) not
addressed in the private letter ruling then expected to be issued
by the Internal Revenue Service (the "IRS") to Blue Cross and
Blue Shield of Missouri ("BCBSMo"), regarding the federal income
tax consequences of certain elements of a series of transactions
prescribed by the Settlement Agreement and Plan (the "PLR").
PwC's opinion was based on the assumption that the IRS would rule
as requested without any material modifications.
On December 4, 2000, the IRS issued the PLR to BCBSMo. PwC
hereby confirms that the IRS has ruled in PLR-110410-00 as
requested without any material modifications that would modify
our conclusions in our November 30, 2000 opinion.
PwC hereby consents to the filing of this letter as an exhibit to
New RIT's Current Report on Form 8-K to be filed on or about
December 14, 2000.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
DRM/tld
_______________________________
(1) Capitalized terms have the meanings set forth in the Tax
Opinion Letter dated June 14, 2000, unless indicated otherwise.
