Exhibit 5
December 4, 2000
Board of Directors
RightCHOICE Managed Care, Inc.
1831 Chestnut Street
St. Louis, MO 63103
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion in connection with the
registration of 1,358,500 shares of Common Stock of RightCHOICE
Managed Care, Inc. (the "Company") under the RightCHOICE Managed
Care, Inc. 1994 Equity Incentive Plan and the RightCHOICE Managed
Care, Inc. Non-Employee Directors' Stock Option Plan (each, a
"Plan").
As counsel to the Company, we have participated in the
preparation of its Post-Effective Amendment No. 1 on Form S-8 to
Registration Statement on Form S-4 under the Securities Act of
1933, as amended (the "Registration Statement"), with respect to
the Common Stock. We have examined and are familiar with the
Company's Certificate of Incorporation, Bylaws, records of
corporate proceedings, the Plans and such other documents and
records as we have considered appropriate.
Based upon the foregoing, we are of the opinion that the
Common Stock has been duly and validly authorized and will, when
issued as contemplated in the Plans, be legally issued, fully
paid and non-assessable
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
