Attached files
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8-K - FORM 8-K - CENTENE CORP | c55784e8vk.htm |
EX-1.1 - EX-1.1 - CENTENE CORP | c55784exv1w1.htm |
Exhibit 5.1
January 21, 2010
Board of Directors
Centene Corporation
7711 Carondelet Avenue
St. Louis, Missouri 63105
Centene Corporation
7711 Carondelet Avenue
St. Louis, Missouri 63105
Re: Centene Corporation
Ladies and Gentlemen:
We have acted as special counsel to Centene Corporation (the Company) in connection with the
Companys filing of a Registration Statement on Form S-3 (No. 333-164390) (the Registration
Statement) with the Securities and Exchange Commission (the Commission) under the Securities Act
of 1933, as amended (the Act) on January 19, 2010, and the Prospectus dated January 19, 2010, as
supplemented by the Prospectus Supplement dated January 21, 2010 (as so supplemented, the
Prospectus) relating to (i) the sale by the Company and the purchase by the underwriters set
forth therein (the Underwriters) of 5,000,000 shares of common stock of the Company, par value
$0.001 per share (the Firm Shares) and (ii) the grant by the Company to the Underwriters of the
option to purchase all or any part of 750,000 additional shares of common stock to cover
overallotments, if any (the Option Shares, and together with the Firm Shares, the Shares).
In connection herewith, we have examined and relied without independent investigation as to matters
of fact upon:
(1) the Certificate of Incorporation, as amended, of the Company;
(2) the By-laws of the Company;
(3) the Registration Statement;
(4) the Prospectus; and
(5) the Purchase Agreement, dated January 21, 2010, with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Goldman, Sachs & Co., and
Credit Suisse Securities (USA) LLC as representatives of the Underwriters (the Purchase
Agreement).
We have also examined and relied without independent investigation as to matters of fact upon
originals or copies, certified or otherwise identified to our satisfaction, of such corporate
records, agreements and instruments of the Company, certificates of public officials and officers
of the Company, and such other documents, records and instruments, and we have made such legal and
factual inquiries as we have deemed necessary or appropriate as a basis for us to render the
opinion hereinafter expressed. In our examination of the Registration Statement and the foregoing,
we have assumed the genuineness of all signatures, the legal competence and capacity of natural
persons, the authenticity of documents submitted to us as originals and the conformity with
authentic original documents of all documents submitted to us as copies.
Based upon the foregoing and in reliance thereon and subject to the assumptions, comments,
qualifications, limitations and exceptions set forth herein and the effectiveness of the
Registration Statement under the Act, we are of the opinion that the Shares have been duly
authorized for issuance and upon due issuance and delivery of the Shares upon payment of the
consideration therefor provided for in the Purchase Agreement, the Shares will be validly issued,
fully paid and nonassessable.
This opinion is not rendered with respect to any laws other than the General Corporation Law of the
State of Delaware. The opinions set forth herein are made as of the date hereof and are subject
to, and may be limited by, future changes in factual matters, and we undertake no duty to advise
you of the same. The opinions expressed herein are based upon the law in effect (and published or
otherwise generally available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action, judicial decision or
otherwise. We do not render any opinions except as set forth above.
We hereby consent to the filing of this opinion as Exhibit 5.1 to this Current Report on Form 8-K,
incorporated by reference into the Registration Statement, and to the use of our name under the
caption Legal Matters in the Prospectus. We also consent to your filing copies of this opinion
as an exhibit to the Registration Statement with agencies of such states as you deem necessary in
the course of complying with the laws of such states regarding the offering and sale of the Shares.
In giving such consent, we do not thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Bryan Cave LLP