EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
{LETTERHEAD OF PRESTON GATES & ELLIS LLP}
June 26, 2000
OnHealth Network Company
808 Howell Street, Suite 400
Seattle, Washington 98101
Re: OnHealth Network Company 1999-2000 Stock Option Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel to OnHealth Network Company (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of the Company's common stock, par value $.01 (the "Shares"),
options underlying which have been awarded to certain employees and directors in
connection with their employment with and serving on the Board of Directors of
the Company pursuant to the terms of option agreements that document such awards
(the "Option Agreements"). In connection with that registration, we have
reviewed the proceedings of the Board of Directors of the Company, and
applicable committees of the Board of Directors, relating to the issuance of the
options and the proposed registration of the Shares issuable on the exercise of
such options, the Articles of Incorporation of the Company and all amendments
thereto, the Bylaws of the Company and all amendments thereto, and such other
documents and matters as we have deemed necessary to the rendering of the
following opinion.
Based upon that review, it is our opinion that the Shares when issued
in conformance with the terms and conditions of the Option Agreements, will be
legally issued, fully paid, and nonassessable under the Washington Business
Corporation Act.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states as to the issuance and sale of the
Shares.
We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the registration statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By \S\ C. KENT CARLSON
C. Kent Carlson
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