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EXHIBIT 5.1
OPPENHEIMER WOLFF & DONNELLY LLP
500 Newport Center Drive
Suite 700
Newport Beach, California 92660
(949) 719-6000
(949) 719-6040 (Fax)
September 7, 2000
OptimumCare Corporation
30011 Ivy Glenn Drive
Suite 219
Laguna Niguel, California 92677
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for OptimumCare Corporation, a Delaware
corporation (the "Company") and in such capacity we have examined its
Certificate of Incorporation, as amended, Bylaws and such other corporate
records, documents and proceedings, and such questions of law as we have deemed
relevant for the purpose of this opinion. We have also, as such counsel,
examined the Company's Registration Statement (the "Registration Statement") on
Form S-8 as filed with the Securities and Exchange Commission on or about the
date hereof, covering the registration under the Securities Act of 1933, as
amended, of a total 2,000,000 shares (the "Shares") of $.001 par value common
stock ("Common Stock") to be sold upon the exercise of certain of the Company's
stock options.
Upon the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly authorized and validly existing in
good standing under the laws of the State of Delaware, with all requisite power
to conduct the business described in the Registration Statement.
2. The Shares registered pursuant to the Registration Statement have
been duly and validly authorized and, subject to the payment therefor pursuant
to the terms contemplated in the Registration Statement, such shares of Common
Stock will be duly and validly issued as fully paid and non-assessable
securities of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY LLP
