Opinion Letter Re: Registration Statement on Form S-4 (2004)Full Document 

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[Letterhead of David J. Lubben, Esq.]

 

Board of Directors

UnitedHealth Group Incorporated

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

 

Re: Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

I am delivering this opinion to you in my capacity as General Counsel of UnitedHealth Group Incorporated, a Minnesota corporation (the “Company”), in connection with the Company’s filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the issuance by the Company of up to 57,687,405 shares of its common stock, par value $.01 per share (the “Common Stock”), in connection with the Company’s proposed acquisition (the “Acquisition”) of Oxford Health Plans, Inc., a Delaware corporation (“Oxford”), pursuant to that Agreement and Plan of Merger, dated as of April 26, 2004 by and among the Company, Ruby Aquisition LLC, a Delaware limited liability company, and Oxford.

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