Exhibit 5.1
January 19, 2001
Aetna Inc.
151 Farmington Avenue
Hartford, Connecticut 06156
Ladies and Gentlemen:
We have acted as special counsel to Aetna Inc. (the "Company"), a
Pennsylvania corporation, in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") being filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
contemplated issuance from time to time of up to $2,000,000,000 aggregate
public offering price or the equivalent thereof in one or more foreign
currencies or composite currencies of senior or subordinated debt securities
(the "Debt Securities") of the Company. The Debt Securities may be issued
pursuant to the Senior Debt Securities Indenture to be entered into between the
Company and State Street Bank and Trust Company, as Trustee, or a Subordinated
Debt Securities Indenture to be entered into between the Company and State
Street Bank and Trust Company, as Trustee (as amended or supplemented, the
"Indentures").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purpose of
rendering this opinion.
Upon the basis of the foregoing, we are of the opinion that: when (i) the
Registration Statement has become effective under the Securities Act; (ii) the
Indentures have been duly authorized, executed and delivered; (iii) the terms
of the Debt Securities and of their issuance and sale have been duly
established in conformity with the Indentures relating to the Debt Securities
so as not to violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company; and (iv) the Debt
Securities have been duly authorized, executed and authenticated in accordance
with the Indentures relating to the Debt Securities, and duly issued and sold
as contemplated by the Registration Statement and any prospectus supplement
relating thereto, the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
and other similar laws now or hereafter in effect relating to or affecting
creditors' rights and remedies generally or the rights and remedies of
creditors of insurance companies generally, and (b) general principles of
equity (regardless of whether considered in a proceeding at law or in equity).
We note that, as of the date of this opinion, a judgment for money in an
action based on a Debt Security denominated in a foreign currency, currency
unit or composite currency in a Federal or state court located in New York
ordinarily would be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion of the foreign
currency, currency unit or composite currency in which a particular Debt
Security is denominated into United States dollars will depend upon various
factors, including which court renders the judgment.
We are members of the Bar of the State of New York and the foregoing opinion
is limited to the laws of the State of New York and the federal laws of the
United States of America.
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We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the headings
"Certain United States Federal Tax Consequences" and "Validity of the
Securities". In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Davis Polk & Wardwell
