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EXHIBIT 5.1
(and 23.1)
January 15, 2001
Amedisys, Inc.
11100 Mead Road, Suite 300
Baton Rouge, Louisiana 70816
Re: Amedisys, Inc.
Registration Statement on Form S-8
Gentlemen:
In my capacity as General Counsel to Amedisys, Inc., a Delaware
corporation ("Company"), I am familiar with the registration statement filed
with the Securities and Exchange Commission on Form S-8 ("Registration
Statement") relating to the proposed issuance of up to 75,000 shares ("Shares")
of the Company's common stock, par value $0.001 per share, pursuant to the terms
of the Company's Directors' Stock Option Plan ("Plan"). In this connection, I
have examined originals or copies identified to my satisfaction of such
documents, corporate and other records, certificates, and other papers as I
deemed necessary to examine for purposes of this opinion, including but not
limited to the Plan, the Certificate of Incorporation of the Company, the
By-laws of the Company, and resolutions of the Board of Directors of the
Company.
Based on the foregoing, I am of the opinion that the Shares will be,
when issued pursuant to the Plan, legally issued, fully paid and nonassessable.
I hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ MICHAEL D. LUTGRING
Michael D. Lutgring
