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[UICI LOGO]
EXHIBIT 5.1
August 11, 2000
UICI
4001 McEwen Drive
Suite 200
Dallas, Texas 75244
Re: 1,610,000 Shares of Common Stock, par value $0.01 per share, issued
pursuant to UICI Employee Stock Ownership and Savings Plan
Ladies and Gentlemen:
I serve as Executive Vice President and General Counsel of UICI (the
"Company"), and in such capacity I have acted as counsel to the Company in
connection with the proposed issuance of the Common Stock referred to above (the
"Shares") pursuant to the UICI Employee Stock Ownership and Savings Plan. The
Shares are the subject of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, to which this opinion, with my consent,
is attached as an exhibit.
As to certain questions of fact, I have relied upon statements and
certificates of certain officers of the Company and other professionals retained
by the Company. I have assumed the authenticity of all documents submitted to me
as originals, the genuineness of all signatures, the legal capacity of all
natural persons and the conformity to the originals of all documents submitted
to me as copies. I have examined all records, instruments and documents that I
have deemed necessary for the purpose of this opinion.
Based upon the foregoing and upon my general familiarity with the
properties and affairs of the Company, I am of the opinion that:
1. The Company is a validly organized and legally existing
corporation under the law of the State of Delaware.
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2. When, as and if the Shares have been duly issued and delivered,
and the consideration for the Shares has been duly received by
the Company in the manner contemplated by the Registration
Statement, the Shares will be legally issued, fully paid, and
non-assessable shares of stock of the Company.
Very truly yours,
/s/ GLENN W. REED
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Glenn W. Reed
Executive Vice President and General Counsel
GWR:jao
Cc: Mr. Robert J. Joseph
