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EXHIBIT 5.1
December 21, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: VISTA Information Solutions, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
As legal counsel for VISTA Information Solutions, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the preparation and filing of a registration statement on Form S-8 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of 1,000,000 shares (the "Shares") of Common Stock, par
value $0.001 per share, of the Company which may be issued pursuant to the Vista
Information Solutions, Inc. 1998 Employee 401(k) Plan (the "Plan"). 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 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, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 1,000,000 shares
of Common Stock of the Company which may be issued under the Plan are duly
authorized shares and, when issued against receipt of the consideration therefor
in accordance with the provisions of the Plan, will be validly issued, fully
paid and nonassessable. 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,
GRAY CARY WARE & FREIDENRICH LLP
