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[Letterhead of Stradley, Ronan, Stevens & Young, LLP]
December 18, 2000
HealthAxis Inc.
2500 DeKalb Pike
East Norriton, Pennsylvania 19401
RE: Registration Statement on Form S-4 for Proposed Reorganization
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Ladies and Gentleman:
We have acted as counsel to and for HealthAxis Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-4
(the "Registration Statement"), for the purpose of registering under the
Securities Act of 1933, as amended, up to 47,714,865 shares (the "Shares") of
the Company's common stock, $ .10 par value per share (the "Common Stock"), in
connection with the proposed merger (the "Merger") of HealthAxis.com, Inc.
("HAC") with and into HealthAxis Acquisition Corp. ("HAAC"), a wholly owned
subsidiary of the Company.
In our capacity as counsel, we have been requested to render the opinions
set forth in this letter, and, in connection therewith, we have reviewed only
the following documents: (i) the Registration Statement, (ii) the Amended and
Restated Agreement and Plan of Reorganization dated as of October 26, 2000 by
and among the Company, HAC and HAAC (the "Reorganization Plan"), attached to the
Registration Statement as Appendix A, (iii) the Amended and Restated Agreement
and Plan of Merger dated as of October 26, 2000 by and among the Company, HAC,
and HAAC (the "Merger Plan"), attached to the Registration Statement as Appendix
B, (iv) the Articles of Incorporation of the Company, as amended ("Articles of
Incorporation"), as certified by the Secretary of the Commonwealth of the
Commonwealth of Pennsylvania on November 28, 2000, (v) the proposed amendment
and restatement of the Articles of Incorporation of the Company to be submitted
to the shareholders of the Company for vote pursuant to the Registration
Statement (the "Amendment"), attached to the Registration Statement as Appendix
E (vi) certain minutes of meetings of the Board of Directors of the Company and
unanimous consents executed by the Directors of the Company, certified as true
and correct by the Secretary of the Company and (vii) Bylaws of the Company, as
amended, certified as true and correct by the Secretary of the Company. Our
opinion is qualified in all respects by the scope of the foregoing document
examination.
In rendering this opinion, we have assumed and relied upon, without
independent investigation, (i) the authenticity, completeness, truth and due
authorization and execution of all documents submitted to us as originals, (ii)
the genuineness of all signatures on all documents submitted to us as originals,
(iii) the conformity to the originals of all documents submitted to us as
certified or photostatic copies, and (iv) with respect to the Articles of
Incorporation, certain certifications of governmental officials and private
organizations having access to and regularly reporting on government files and
records.
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The law covered by the opinion expressed herein is limited to the
statutes, judicial and administrative decisions and rules and regulations of the
governmental agencies of the Commonwealth of Pennsylvania. This opinion letter
is given only with respect to laws and regulations presently in effect. We
assume no obligation to advise you of any changes in law or regulation which may
hereafter occur, whether the same are retroactively or prospectively applied, or
to update or supplement this letter in any fashion to reflect any facts or
circumstances which hereafter come to our attention.
Based upon, and subject to, the foregoing, we are of the opinion that,
assuming the Amendment is approved and filed as contemplated by the Registration
Statement, the Shares, if issued by the Company as contemplated by the
Registration Statement and in accordance with both the Reorganization Plan and
the Merger Plan, will be validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and we further consent to the reference to our firm in
the Registration Statement as legal counsel which has passed upon the legality
of the securities offered thereby.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ Richard N. Weiner
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Richard N. Weiner, A Partner
