Attached files
file | filename |
---|---|
8-K - FORM 8-K - AMERIGROUP CORP | y05330e8vk.htm |
EX-4.1 - EX-4.1 - AMERIGROUP CORP | y05330exv4w1.htm |
EX-4.2 - EX-4.2 - AMERIGROUP CORP | y05330exv4w2.htm |
Exhibit 5.1
November 16, 2011
AMERIGROUP Corporation | ||||
4425 Corporation Lane | ||||
Virginia Beach, VA 23462 | ||||
Re: | AMERIGROUP Corporation | |||
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to AMERIGROUP Corporation, a Delaware corporation (the
Company), in connection with the public offering of $400,000,000 aggregate principal amount of
the Companys 7.50% Senior Notes due 2019 (the Securities) to be issued under the Indenture,
dated as of the date hereof (the Base Indenture), as supplemented by the First Supplemental
Indenture, dated as of the date hereof (the First Supplemental Indenture and, together with the
Base Indenture, the Indenture), between the Company and The Bank of New York Mellon Trust
Company, N.A., as Trustee (the Trustee).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the Securities Act).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-156134) of the Company relating to
the Securities and other securities of the Company filed with the Securities and Exchange
Commission (the Commission) on December 15, 2008 under the Securities Act allowing for delayed
offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the
Rules and Regulations), including information deemed to be a part of the registration
statement pursuant to Rule 430B of the Rules and Regulations (such registration statement
being hereinafter referred to as the Registration Statement);
(b) the prospectus, dated December 15, 2008 (the Base Prospectus), which forms a part of and
is included in the Registration Statement;
(c) the preliminary prospectus supplement, dated November 2, 2011 (together with the Base
Prospectus, the Preliminary Prospectus), relating to the offering of the Securities, in the form
filed by the Company with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated November 10, 2011 (together with the Base Prospectus, the
Prospectus), relating to the offering of the Securities, in the form filed by the Company with
the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e) issuer free writing prospectus (as defined in Rule 433(h)(1) of the Rules and Regulations)
as filed with the Commission on November 10, 2011, relating to the Securities (the Free Writing
Prospectus);
(f) an executed copy of the Underwriting Agreement, dated November 10, 2011 (the Underwriting
Agreement), between the Company and Goldman, Sachs & Co., relating to the sale by the Company to
Goldman, Sachs & Co. of the Securities;
(g) an executed copy of the Base Indenture;
(h) an executed copy of the First Supplemental Indenture;
(i) an executed copy of the global certificate evidencing the Securities (the Note
Certificate) delivered by the Company to the Trustee for authentication and delivery;
(j) an executed copy of a certificate of Nicholas J. Pace, Executive Vice President, General
Counsel and Secretary of the Company, dated the date hereof (the Secretarys Certificate);
(k) a copy of the Companys Amended and Restated Certificate of Incorporation, certified by
the Secretary of State of the State of Delaware as of November 1, 2011, and certified pursuant to
the Secretarys Certificate;
(l) a copy of the Companys Amended and Restated By-laws, as amended and in effect as of the
date hereof, certified pursuant to the Secretarys Certificate; and
(m) a copy of certain resolutions of the Board of Directors of the Company, adopted on October
19, 2011, and certain resolutions of the Pricing Committee thereof, adopted on November 10, 2011,
in each case certified pursuant to the Secretarys Certificate.
We have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates and receipts of
public officials, certificates of officers or other representatives of the Company and others, and
such other documents as we have deemed necessary or appropriate as a basis for the opinions stated
below.
In our examination, we have assumed the genuineness of all signatures including endorsements,
the legal capacity and competency of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us
as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of
such copies. As to any facts relevant to the opinions stated herein that we did not independently
establish or verify, we have relied upon statements and representations of officers and other
representatives of the Company and others and of public officials.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the
General Corporation Law of the State of Delaware (the DGCL) and (ii) the laws of the State of New
York, and to the extent that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations with governmental
authorities are relevant, to those required under such laws (all of the foregoing being referred to
as Opined on Law). We do not express any opinion as to the effect of any non-Opined on Law on
the opinions stated herein.
The Indenture and the Note Certificate are referred to herein collectively as the Transaction
Agreements.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and
assumptions stated herein, we are of the opinion that the Note Certificate has been duly authorized
by all requisite corporate action on the part of the Company and duly executed by the Company under
the DGCL, and assuming it was duly authenticated by the Trustee and issued and delivered by the
Company against payment therefor in accordance with the terms of the Underwriting Agreement and the
Indenture, the Note Certificate constitutes the valid and binding obligation of the Company,
entitled to the benefits of the Indenture and enforceable against the Company in accordance with
their terms under the laws of the State of New York.
The opinions stated herein are subject to the following qualifications:
1. the opinions stated herein are limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting
creditors rights generally, and by general principles of equity (regardless of whether enforcement
is sought in equity or at law);
2. except to the extent expressly stated in the opinions contained herein, we do not express
any opinion with respect to the effect on the opinions stated herein of (i) the compliance or
non-compliance of any party to any of the Transaction Agreements with any laws, rules or
regulations applicable to such party or (ii) the legal status or legal capacity of any such party
to any of the Transaction Agreements;
3. except to the extent expressly stated in the opinions contained herein, we have assumed
that each of the Transaction Agreements constitutes the valid and binding obligation of each party
to such Transaction Agreement, enforceable against such party in accordance with its terms; and
4. to the extent that any opinion relates to the enforceability of the choice of New York law
and choice of New York forum provisions contained in any Transaction Agreement, the opinions stated
herein are rendered solely in reliance upon New York General Obligations Law sections 5-1401 and
5-1402 and Rule 327(b) of New York Civil Practice Law and Rules and are subject to the
qualification that such enforceability may be limited by, in each case, the terms of such sections
5-1401 and 5-1402, as well as by principles of public policy, comity or constitutionality.
In addition, in rendering the foregoing opinions we have assumed that neither the execution
and delivery by the Company of the Transaction Agreements nor the consummation by the Company of
the transactions contemplated thereby, including the issuance and sale of the Securities: (i)
constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument
or other agreement to which the Company or its property is subject, (ii) contravenes or will
contravene any order or decree of any governmental authority to which the Company or its property
is subject, (iii) violates or will violate any law, rule or regulation to which the Company or its
property is subject or (iv) requires the consent, approval, licensing or authorization of, or any
filing, recording or registration with, any governmental authority under any law, rule or
regulation of any jurisdiction.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Companys Current Report on Form 8-K being filed on the date hereof, and incorporated by reference
into the Registration Statement. We also hereby consent to the reference to our firm under the
heading Legal Matters in the
Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations.
Very truly yours, |
||||
/s/ Skadden, Arps, Slate, Meagher & Flom LLP | ||||