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EXHIBIT 5.1
October 17, 2000
Express Scripts, Inc.
13900 Riverport Drive
Maryland Heights, Missouri 63043
Ladies and Gentlemen:
We have acted as counsel to Express Scripts, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the sale by NYLIFE LLC ("NYLIFE") of 6,000,000 shares of
Class A Common Stock, par value $0.01 per share, and the sale of 3,000,000
shares of Class A Common Stock, par value $0.01 per share, by NYLIFE which may
be delivered by the Express Scripts Automatic Exchange Security Trust upon
exchange of the Trust Issued Automatic Exchange Securities and any additional
shares of such stock that may be sold by NYLIFE pursuant to Rule 462(b) (as
prescribed by the Commission pursuant to the Act) in connection with the
offering described in the Registration Statement (together, the "Shares").
We have examined the Registration Statement and a form of the share
certificate which has been filed with the Commission as an exhibit to the
Registration Statement. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that the Shares have been duly authorized,
and are validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York and we do not express
any opinion herein concerning any law other than the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
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SIMPSON THACHER & BARTLETT
