Attached files
file | filename |
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EX-4.2 - EXHIBIT 4.2 - CENTENE CORP | brhc10015782_ex4-2.htm |
EX-4.1 - EXHIBIT 4.1 - CENTENE CORP | brhc10015782_ex4-1.htm |
8-K - 8-K - CENTENE CORP | brhc10015782_8k.htm |
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
Exhibit 5.1
October 7, 2020
Centene Corporation
7700 Forsyth Boulevard
St. Louis, MO 63105
Re: |
Centene Corporation – $2,200,000,000 3.00% Senior Notes due 2030
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Ladies and Gentlemen:
We have acted as special United States counsel to Centene Corporation, a Delaware corporation (the “Company”), in connection with the public offering of
$2,200,000,000 aggregate principal amount of the Company’s 3.00% Senior Notes due 2030 (the “Securities”) to be issued under the Indenture, dated as of October 7, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 7, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and 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-3ASR (File No. 333-238050) of the Company relating to debt securities and other securities of the Company filed on May 6, 2020 with the Securities and Exchange Commission (the “Commission”) 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 the 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
May 6, 2020 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
Centene Corporation
October 7, 2020
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(c) the preliminary
prospectus supplement, dated September 23, 2020 (together with the Base Prospectus, the “Preliminary Prospectus”) relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations;
(d) the prospectus
supplement, dated September 23, 2020 (together with the Base Prospectus, the “Prospectus”), relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e) an executed copy of
the Underwriting Agreement, dated September 23, 2020 (the “Underwriting Agreement”), among the Company, BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as
representatives of the several Underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Securities;
(f) an executed copy of
the Base Indenture;
(g) an executed copy of
the First Supplemental Indenture;
(h) the global
certificates evidencing the Securities registered in the name of Cede & Co. (the “Note Certificates”) in the form delivered by the Company to the Trustee for authentication and delivery;
(i) an executed copy of a
certificate of Christopher A. Koster, Senior Vice President, Secretary and General Counsel of the Company, dated the date hereof (the “Secretary’s Certificate”);
(j) a copy of the
Company’s Certificate of Incorporation, as amended and in effect as of the date hereof, certified by the Secretary of State of the State of Delaware as of October 7, 2020, and certified pursuant to the Secretary’s Certificate;
(k) a copy of the
Company’s By-laws as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate; and
(l) copies of certain resolutions of the Board of Directors of the Company, adopted on May 6, 2020 and September 1, 2020, certified pursuant to the Secretary’s 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.
Centene Corporation
October 7, 2020
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In our examination, we have assumed the genuineness of all signatures, including electronic signatures, 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 photocopied 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, including those in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General
Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined-on Law”).
As used herein, “Transaction Documents” means the Underwriting Agreement, the Indenture and the Note Certificates.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificates have been duly
authorized by all requisite corporate action on the part of the Company, duly executed by the Company under the DGCL, and when 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 Certificates will constitute valid and binding obligations of the Company, 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:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights
generally, and the opinions stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any
opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable
to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent
expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its
terms;
(d) we do not express any
opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state
securities laws, rules or regulations; and
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October 7, 2020
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(e) 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 Document, the opinions stated herein are subject to the qualification that such enforceability may be subject
to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
In addition, in rendering the foregoing opinions we have assumed that, at all applicable times:
(a) neither the execution
and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities: (i) constituted 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 (except that we do not make the assumption set forth in this clause (i) with respect to those agreements or instruments which are listed in the
Company’s Annual Report on Form 10-K), (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iii) violated or will violate any law, rule or regulation to which the
Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and
(b) neither the execution
and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, required or will require 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 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 Rules and Regulations. We also hereby consent to the filing of this opinion with the Commission as an
exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
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Very truly yours,
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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