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EXHIBIT 5
January 9, 2001
Oxford Health Plans, Inc.,
48 Monroe Turnpike,
Trumbull, Connecticut 06611
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 10,829,507 shares (the "Securities") of Common Stock, par value $.01
per share, of Oxford Health Plans, Inc., a Delaware corporation (the
"Company"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our opinion, the Securities
have been validly issued and are fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States,
the laws of the States of New York and the General Corporation Law of the State
of Delaware, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible.
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 "Validity
of Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act. This opinion supersedes our opinions previously filed as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Sullivan & Cromwell
