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EXHIBIT 5.1
[JEFFER, MANGELS, BUTLER & MARMARO LLP LETTERHEAD]
September 11, 2000 56404-0063
Maxicare Health Plans, Inc.
1149 South Broadway, Suite 910
Los Angeles, CA 90015
Re: Maxicare Health Plans, Inc. (the "Company") Registration
Statement For Rights Offering of Common Stock, $0.01 par
value ("Common Stock")
Gentlemen:
At your request, we have examined the Registration Statement on Form S-2,
as amended, Registration No. 333-41510 (the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
(i) 28,088,072 shares of Common Stock for sale by the Company (the "Company
Stock") in connection with a Rights Offering to existing shareholders and (ii)
800,000 shares of Common Stock for resale by certain selling stockholders (the
"Selling Stockholder Stock"). We are familiar with the actions taken and
proposed to be taken by the Company in connection with the authorization and
proposed issuance and sale of the Company Stock. The Company Stock and the
Selling Stockholder Stock are sometimes collectively referred to herein as the
"Registered Stock."
It is our opinion that when the Registration Statement has become effective
under the Act, subject to payment for and delivery of the Company Stock in
accordance with the terms of the Rights Offering,
(1) the Company Stock will, upon the issuance and the sale thereof in the
manner referred to in the Registration Statement, be legally issued, fully paid
and non-assessable; and
(2) the Selling Stockholder Stock will, upon the sale thereof by the
selling stockholders in the manner referred to in the Registration Statement, be
legally issued, fully-paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Registration Statement and in the Prospectus
which is a part thereof.
Respectfully submitted,
/s/ Jeffer, Mangels, Butler & Marmaro LLP
