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EXHIBIT 5.1
November 8, 2000
VISTA Information Solutions, Inc.
5060 Shoreham Place, #300
San Diego, California 92122
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are rendering this opinion in connection with the registration under
the Securities Act of 1933, as amended, of 4,290,735 shares of common stock (the
"Shares") of VISTA Information Solutions, Inc., a Delaware corporation (the
"Company"), which are held by the selling stockholders named in such
registration statement.
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We have also assumed
that the Shares will be evidenced by appropriate certificates, duly executed and
delivered.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California and the federal law of the United States.
Based on such examination, we are of the opinion that the Shares, when
sold pursuant to the registration statement to which this opinion is an exhibit
will be validly issued, fully paid and non-assessable, with the additional
limitation that those shares issuable upon conversion of the promissory note
and exercise of the warrants, when issued in accordance with the terms of
such promissory note and warrants, respectively, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement referred to above and the use of our name wherever it
appears in said registration statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
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GRAY CARY WARE & FREIDENRICH LLP
