Exhibit 5.1
[Express Scripts, Inc. Letterhead]
August 9, 2000
Express Scripts, Inc.
13900 Riverport Drive
Maryland Heights, Missouri 63043
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Express
Scripts, Inc., a Delaware corporation (the "Company"), and in such capacity I am
familiar with the Registration Statement on Form S-8 to which this opinion is
filed as an exhibit (the "Registration Statement"), which registers under the
Securities Act of 1933, as amended (the "Securities Act"), 2,000,000 shares of
Class A Common Stock, par value $0.01, of the Company (the "Shares") reserved
for issuance pursuant to the Express Scripts, Inc. 2000 Long-Term Incentive Plan
(the "Plan").
I have examined originals or copies, certified or otherwise, identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I deemed necessary for the purposes of the
opinion expressed herein. I have assumed (i) the genuineness of all signatures
on all documents examined by me, (ii) the authenticity of all documents
submitted to me as originals, (iii) the conformity to authentic originals of all
documents submitted to me as certified or photostatic copies, and (iv) the due
authorization, execution and delivery of all documents.
On the basis of the foregoing, I am of the opinion that when the
Registration Statement, including any amendments thereto, shall have become
effective under the Securities Act, and the Shares have been issued in
accordance with the terms of the Plan, then the Shares will be legally issued,
fully paid and nonassessable.
This opinion is not rendered with respect to any laws other than
federal laws and the General Corporation Law of the State of Delaware. I do not
assume any duty to update this opinion with respect to changes of law or fact
occurring after the date hereof.
I consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to your filing copies of this opinion as
an exhibit to the Registration Statement with such agencies of such states as
you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Shares. In giving this consent, I do not
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission.
Very truly yours,
/S/ Thomas M. Boudreau
Thomas M. Boudreau
Senior Vice President,
General Counsel and Secretary
