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EXHIBIT 8
January 9, 2001
Oxford Health Plans, Inc.
48 Monroe Turnpike,
Trumbull, Connecticut 06611
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration under
the Securities and Exchange Act of 1933 (the "Act") of 10,829,507 shares of
common stock, par value $.01 per share, of Oxford Health Plans, Inc., a
Delaware Corporation. We hereby confirm to you that our opinion is as set forth
under the caption "Certain United States Tax Consequences to Non-U.S. Holders
of Common Stock" in the prospectus (the "Prospectus"), included in the related
Registration Statement No. 333-77529 on Form S-3, as amended, that you filed
with the Securities and Exchange Commission (the "Registration Statement").
This option supersedes all previous opinions filed.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Certain
United States Tax Consequences to Non-U.S. Holders of Common Stock." In giving
such consent, we do not admit that we are in the category of persons whose
consent is required under the Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
