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EXHIBIT 8
W. MICHAEL WALKER
RICHMOND
(804) 771-9590
E-MAIL ADDRESS:
[email protected]
January __, 2001
Virginia's Physician Network, Inc.
c/o C. Gregory Lockhart, M.D.
P.O. Box 500
Richmond, VA 23218-0500
Re: Tax Opinion Letter
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Dear Dr. Lockhart:
We have acted as counsel to Virginia's Physician Network, Inc. ("VPN") in
connection with the Registration Statement No. _______________ on Form S-4 filed
on _______________, and Amendment No. 1 thereto filed on the date hereof (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the proposed acquisition by United HealthCare Services,
Inc, a wholly-owned subsidiary of UnitedHealth Group Incorporated, of all of the
stock owned by VPN in United HealthCare of Virginia, Inc. ("UHC Virginia"). This
opinion is delivered in accordance with the requirements of Item 601(b)(8) of
the Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement, the Joint Proxy Statement/Prospectus included
therein (the "Joint Proxy Statement/Prospectus") and such other documents as we
have deemed necessary or appropriate.
We hereby confirm that the discussions in the Joint Proxy Statement/
Prospectus under the captions "SUMMARY -- U.S. Federal Income Tax Consequences
of the Proposed Transaction" and "THE PROPOSED TRANSACTION
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January 10, 2001
Page 2
-- Certain Federal Income Tax Considerations" are a fair and accurate summary of
the matters addressed therein, based upon current law and the facts and
assumptions stated or referred to therein, subject to the limitations and
qualifications set forth therein. There can be no assurance that contrary
positions may not be taken by the Internal Revenue Service.
We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and to the use of our name under the caption "THE
PROPOSED TRANSACTION -- Certain Federal Income Tax Considerations" in the Joint
Proxy Statement/Prospectus. 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 or the rules and regulations of the Securities and Exchange
Commission thereunder.
Sincerely,
Hirschler, Fleischer, Weinberg, Cox & Allen, P.C.
