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[Letterhead of UnitedHealth Group Incorporated]
Exhibit 5
Board of Directors
UnitedHealth Group Incorporated
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-4 (Acquisition of Lifemark Corporation)
Ladies and Gentlemen:
I am delivering this opinion to you in my capacity as General Counsel of
UnitedHealth Group Incorporated, a Minnesota corporation (the "Company"), in
connection with the Company's filing of a Registration Statement on Form S-4
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended. The Registration
Statement relates to the issuance by the Company of up to 693,000 shares of its
common stock, par value $.01 per share (the "Common Stock"), in connection with
the Company's proposed acquisition (the "Acquisition") of Lifemark Corporation,
a Delaware corporation ("Lifemark"), pursuant to that Agreement and Plan of
Merger, dated as of October 10, 2000 (the "Merger Agreement"), by and among the
Company, Leo Acquisition Corp., a Delaware corporation, and Lifemark.
I and members of my staff acting under my supervision have examined such
documents, including resolutions adopted by the Executive Committee of the
Company's Board of Directors with respect to the Registration Statement and the
Common Stock (the "Resolutions"), and have reviewed such questions of law, as I
have deemed necessary for the purposes of rendering the opinions set forth
below.
Based on the foregoing, I am of the opinion that the Common Stock to which the
Registration Statement relates has been duly authorized by all requisite
corporate action on behalf of the Company and, when issued upon consummation of
the Acquisition in accordance with, and upon satisfaction of the conditions set
forth in, the Merger Agreement, will be validly issued, fully paid and
nonassessable.
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The opinions expressed above are limited to the laws of the State of Minnesota
and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" contained
in the Proxy Statement/Prospectus included therein.
Dated: December 8, 2000
Very truly yours,
/s/ David J. Lubben
David J. Lubben
