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EXHIBIT 5.1
[Drinker Biddle & Reath LLP Letterhead]
December 15, 2000
Aetna Inc.
151 Farmington Avenue
Hartford, CT 06156-3124
RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")
Ladies and Gentlemen:
We have acted as special Pennsylvania counsel to Aetna Inc., a
Pennsylvania corporation (formerly known as Aetna U.S. Healthcare Inc.)
("Aetna"), in connection with the Registration Statement, to be filed by Aetna
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement relates to 39,460,581
Aetna Common Shares, par value $0.01 (the "Common Stock"), to be issued pursuant
to the Aetna Inc. 2000 Stock Incentive Plan (the "Plan"), preferred stock
purchase rights (the "Rights") to purchase Aetna Class A Voting Preferred
Shares, par value $.01 per share, to be issued with the Common Stock pursuant to
a Rights Agreement dated as of December 13, 2000 between Aetna and EquiServe
Trust Company, N.A., as Rights Agent (the "Rights Agreement"), and such
presently indeterminate number of shares of Common Stock which may be offered
and issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of Aetna's Amended and Restated Articles of Incorporation,
Aetna's Amended and Restated By-Laws, the Plan, the Rights Agreement, minutes
and resolutions of the Aetna Board of Directors and such other documents and
corporate records relating to Aetna and the issuance of the Rights and the
Common Stock as we have deemed appropriate.
In all cases, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by Aetna. For issues of fact material to
this opinion, we have examined and relied on certificates of public officials
and of officers of Aetna.
Based upon the foregoing and having regard for such other legal
considerations as we have deemed relevant, we are of the opinion that the Common
Stock and the Rights, when issued in accordance with the terms of the Plan, will
be validly issued, fully paid and non-assessable.
We are members of the Bar of the Commonwealth of Pennsylvania, and we
do not express any opinion herein concerning any laws other than the laws of the
Commonwealth of Pennsylvania.
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We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
