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Exhibit 5.1
August 25, 2000
Horizon Health Corporation
1500 Waters Ridge Drive
Lewisville, TX 75057-6011
Gentlemen:
We have acted as counsel for Horizon Health Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 500,000 shares of Common Stock, $.01 par
value per share (the "Shares"), of the Company to be offered upon the terms and
subject to the conditions set forth in the Horizon Health Corporation 1998 Stock
Option Plan of the Company (the "Plan"). At your request, this opinion is being
furnished to the Company for filing as Exhibit 5.1 to the Registration Statement
referred to below.
In connection therewith, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation of
the Company, as amended, the Amended and Restated Bylaws of the Company, as
amended, the Plan, records of relevant corporate proceedings with respect to the
offering of the Shares and such other documents and instruments as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. We have also reviewed the Company's Registration Statement on Form
S-8 to be filed by the Company with the Securities and Exchange Commission with
respect to the Shares (the "Registration Statement").
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based solely on the foregoing, we are of the opinion that the Shares being
registered pursuant to the Registration Statement, when paid for and issued in
accordance with the terms of the Plan, will be legally issued, fully paid and
non- assessable shares of Common Stock of the Company.
The opinions set forth above are limited exclusively to the Constitution of
the State of Delaware, the General Corporation Law of the State of Delaware, and
reported judicial decisions interpreting such laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ STRASBURGER & PRICE, L.L.P.
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