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EXHIBIT 5.1
August 14, 2000
US Oncology, Inc.
16825 Northchase Drive, Suite 1300
Houston, Texas 77060
Ladies and Gentlemen:
I am general counsel of US Oncology, Inc., a Delaware corporation (the
"Company"), in connection with the registration of up to an aggregate of
4,000,000 shares of Common Stock, par value $0.01 per share, of the Company to
be offered and sold by Texas Oncology, P.A., as described in the Company's
Registration Statement on Form S-3 (the "Shares"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended ("Registration
Statement"). In such capacity, I have familiarized myself with the Certificate
of Incorporation, as amended to date, and Bylaws of the Company, as amended to
date, and have examined all statutes and other records, instruments and
documents pertaining to the Company that I have deemed necessary to examine for
the purposes of this opinion.
Based upon my examination as aforesaid, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware; and
2. The Shares are duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of my name in the Registration Statement at each place in which it appears.
Sincerely,
/s/ Phillip H. Watts, Esq.
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Phillip H. Watts, Esq.
