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EXHIBIT 5
September 12, 2000
Lifemark Corporation
7600 North 16th Street, #150
Phoenix, Arizona 85020
Ladies and Gentlemen:
2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
1999 EXECUTIVE STOCK OPTION AND OWNERSHIP PLAN
REGISTRATION STATEMENT ON FORM S-8
We have acted as counsel to Lifemark Corporation, a Delaware
corporation (the "Company"), in connection with the preparation, execution and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers an aggregate of 450,000 shares of common
stock, $.01 par value, of the Company (the "Shares"), offered under the
Company's 2000 Non-Employee Director Stock Plan and 1999 Executive Stock Option
and Ownership Plan (the "Plans"). We have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Plans and such
other documents, corporate and other records, certificates and other papers as
we deemed it necessary to examine for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and legally
existing under the law of the State of Delaware.
2. The Company has taken all action necessary to authorize (i)
the Plans, (ii) the awarding of restricted shares and options
pursuant to the Plans, and (iii) the issuance of shares of its
common stock, $.01 par value, in accordance with the Plans and
upon the exercise of options granted pursuant to the Plans.
3. The Shares, when issued and paid for in accordance with the
Plans and upon the exercise of options granted pursuant to the
Plans will, upon such issuance, constitute legally issued,
fully paid and nonassessable shares of common stock, $.01 par
value, of the Company.
We hereby consent to the filing of this Opinion Letter as an exhibit to
the registration statement for the registration of the Shares under the
Securities Act of 1933. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933.
Very truly yours,
Bell, Boyd & Lloyd LLC
