Attached files
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| EX-99.1 - EXHIBIT 99.1 - Cigna Holding Co | ex99-1.htm |
| 8-K - CIGNA CORPORATION FORM 8-K - Cigna Holding Co | cigna8k.htm |
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New York
Menlo Park
Washington DC
London
Paris
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Exhibit 5.1
Madrid
Tokyo
Beijing
Hong Kong
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Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
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212 450 4000 tel
212 701 5800 fax
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900 Cottage Grove Road
Bloomfield, Connecticut 06002
We have acted as counsel for Cigna Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-161227) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration by the Company of 17,480,000 shares of the Company’s common stock, par value $0.25 per share (the “Shares”). The Shares are to be sold pursuant to the underwriting agreement, dated November 16, 2011 (the “Underwriting Agreement”), among the Company and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”). The Shares include 2,280,000 Shares that the Underwriters have the option to purchase pursuant to the Underwriting Agreement.
We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that when such Shares are issued and delivered in accordance with the Underwriting Agreement against payment therefor, the Shares will be validly issued, fully paid and non-assesable.
We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K filed by the Company on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
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Cigna Corporation
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2
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November 22, 2011
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This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.