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EXHIBIT 5
UICI
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
Voice: (972) 392-6719 Fax: (972) 392-6717 Email: [email protected]
August 28, 2000
UICI
4001 McEwen Drive
Suite 200
Dallas, Texas 75244
Re: 3,800,000 Shares of Common Stock, par value $0.01 per share,
issued pursuant to UICI Agents' Total Ownership Plan and UICI
Agency Matching Total Ownership Plan, UICI Agents' Total
Ownership Plan II and UICI Agency Matching Total Ownership
Plan II, UICI Agents' Contribution to Equity Plan and UICI
Matching Agency Contribution Plan, UICI Agents' Contribution
to Account Plan and UICI Matching Company Contribution Plan
and UICI Agents' Contribution to Account Plan II and UICI
Matching Company Contribution Plan II
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 above-captioned plans established for the benefit of
independent agents and sales representatives associated with certain of the
Company's participating insurance agencies. 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 which 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.
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
Glenn W. Reed
Executive Vice President and General Counsel
