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EXHIBIT 5
HARNETT LESNICK & RIPPS P.A.
Nationsbank Tower
150 East Palmetto Park Road
Suite 150
Boca Raton, Florida 33432-4832
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(561) 368-1995
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Telecopier: (561) 368-4315
_____________ , 2000
Universal American Financial Corp.
6 International Drive
Suite 190
Rye Brook, New York 10573
RE: 1,486,730 SHARES COMMON OF
UNIVERSAL HOLDING CORP. - $0.01 PAR VALUE
As counsel to Universal American Financial Corp. ("the Company"), we have
examined and are familiar with (1) the Restated Certificate of Incorporation of
the Company, with all amendments thereto, (2) the By-Laws of the Company, as
amended to date, (3) the Registration Statement on Form S-2 (Registration No.
_______), including the exhibits (the "Registration Statement"), and the
Prospectus forming a part of the Registration Statement, filed by the Company
with the Securities and Exchange Commission for the registration under the
Securities Act of 1933, as amended, of 1,486,730 shares of the Common Stock, par
value $0.01 each ("The Shares"), and (4) all corporate proceedings taken by the
Company in connection with the Registration Statement and the issuance and sale
of the Shares, subject to the Registration Statement becoming effective.
Based upon the foregoing, and upon the examination of such corporate
proceedings, documents and records as we have deemed necessary for the purposes
of this opinion, we are of the opinion that:
(1) the Company is duly organized and validly existing under the laws
of the State of New York;
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Universal American Financial Corp.
_____________ , 2000
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(2) the Shares, when they have been issued by the Company as Agent
Stock Awards or upon exercise of Options under the Agent's Stock
Plan or the Regional Equity Plan and paid for, as set forth in
the Prospectus, will be, in the hands of the purchasers, duly
issued, fully paid for and non-assessable.
We hereby consent to the use of this opinion or reference thereto in
that Registration Statement and the Prospectus filed by the Company under the
Securities Act of 1933, as amended, in connection with the Shares.
Very truly yours,
HARNETT LESNICK & RIPPS P.A.
By: _________________________________
Irving I. Lesnick, Vice President
