Exhibit 5.1
Opinion of Stinson, Mag & Fizzell, P.C.
June 26, 2000
Cerner Corporation
2800 Rockcreek Parkway
Kansas City, Missouri 64117
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (the
"Registration Statement") of Cerner Corporation, a Delaware
corporation (the "Company"), to be filed with the Securities and
Exchange Commission on or about June 23, 2000, for the purpose of
registering under the Securities Act of 1933, as amended (the
"Securities Act"), 663,310 shares of Common Stock, par value
$.01 per share ("Common Stock"), of the Company in connection
with the transactions contemplated by the Agreement and Plan of
Merger, dated as of May 15, 2000, among the Company, Cerner
Performance Logistics, Inc. ("Merger Sub") and CITATION Computer
Systems, Inc. ("CITATION") (the "Agreement"). This opinion is
being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Restated Certificate of
Incorporation, as amended, the Bylaws of the Company, as
currently in effect, minutes of the applicable meetings of the
Board of Directors and stockholders of the Company, together with
such other corporate records, certificates of public officials
and other documents as we have deemed relevant to this opinion.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware.
2. All necessary corporate action has been taken to
authorize the issuance of the aforesaid 663,310 shares
of Common Stock and all such shares of Common Stock as shall
be issued in exchange for shares of common stock, par value
$.10 per share, of CITATION Computer Systems, Inc. pursuant
to the Agreement shall be, when so issued, legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement, the
reference to this opinion under the heading "The Merger --
Federal Income Tax Consequences" in the Registration Statement
and the reference to our firm under the heading "Legal Matters"
in the related Proxy Statement/Prospectus which forms a part of
the Registration Statement.
Very truly yours,
/s/ STINSON, MAG & FIZZELL, P.C.
