Attached files
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8-K - FORM 8-K - CENTENE CORP | c64874e8vk.htm |
EX-4.1 - EX-4.1 - CENTENE CORP | c64874exv4w1.htm |
Exhibit 5.1
May 27, 2011
Centene Corporation
7700 Forsyth Boulevard
St. Louis, Missouri 63105
7700 Forsyth Boulevard
St. Louis, Missouri 63105
Ladies and Gentlemen:
We have acted as counsel to Centene Corporation (the Company) in connection with the Companys
filing of a Registration Statement on Form S-3 (No. 333-174164) (the Registration Statement) with
the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the Act) on May 13, 2011, including the Prospectus dated May 13, 2011, as supplemented
by the Prospectus Supplement dated May 17, 2011 (as so supplemented, the Prospectus) relating to
(i) the sale by the Company and the purchase by the underwriters referred to therein (the
Underwriters) of $250,000,000 principal amount of the Companys 5.75% Senior Notes due 2017 (the
Notes), issued under an Indenture, dated as of May 27, 2011 (the Indenture), between the
Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
In connection herewith, we have examined and relied without independent investigation as to matters
of fact upon:
(1) a copy of the Certificate of Incorporation, as amended, of the Company, as certified by
the Delaware Secretary of State;
(2) the Bylaws of the Company, as certified by an officer of the Company;
(3) the Registration Statement;
(4) the Indenture;
(5) the form of the Notes;
(6) the Prospectus; and
(7) the Underwriting Agreement, dated May 17, 2011, among the Company, Barclays Capital,
Inc. and Wells Fargo Securities, LLC, as representatives of the Underwriters (the Purchase
Agreement).
Bryan
Cave LLP
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211 North Broadway
Suite 3600
St. Louis, MO 53102-2750
Tel (314) 259-2000
Fax (314) 259-2020
www.bryancave.com
One Metropolitan Square
211 North Broadway
Suite 3600
St. Louis, MO 53102-2750
Tel (314) 259-2000
Fax (314) 259-2020
www.bryancave.com
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Centene Corporation
May 27, 2011
Page 2
May 27, 2011
Page 2
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
opinions hereinafter expressed. In our examination of the foregoing, we have assumed, other than
with respect to the Company, the genuineness of all signatures and the legal competence and
capacity of natural persons, and we have assumed 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 Notes have been duly
authorized for issuance and upon due issuance and delivery of the Notes and upon payment of the
consideration therefor provided for in the Underwriting Agreement, the Notes will constitute valid
and legally binding obligations of the Company, enforceable against the Company in accordance with
their terms.
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth
above, the opinions set forth herein are further limited by, subject to and based upon the
following assumptions, comments, qualifications, limitations and exceptions:
(a) Our opinions herein reflect only the application of (i) applicable New York State law
(excluding the securities and blue sky laws of such State, as to which we express no opinion), (ii)
the federal laws of the United States (excluding the federal securities laws, as to which we
express no opinion), (iii) to the extent required by the foregoing opinions, the General
Corporation Law of the State of Delaware (including the statutory provisions, all applicable
provisions of the Delaware constitution and reported judicial decisions interpreting the
foregoing). The opinions set forth herein are made as of the date hereof and are subject to, and
may be limited by, future changes in the factual matters set forth herein, 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. In rendering our opinions, we have not considered, and hereby disclaim any
opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any
other jurisdiction, court or administrative agency. We do not render any opinions except as set
forth above.
(b) Our opinions contained herein may be limited by (i) applicable bankruptcy, insolvency,
reorganization, receivership, moratorium or similar laws affecting or relating to the rights and
remedies of creditors generally including, without limitation, laws relating to fraudulent
transfers or conveyances, preferences and equitable subordination, (ii) general principles of
equity (regardless of whether considered in a proceeding in equity or at law) and (iii) an implied
covenant of good faith and fair dealing; (iv) requirements that a claim with respect to the Notes
denominated other than in United
States dollars (or a judgment denominated other than in United States dollars with respect to
such a claim) be converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (v) governmental authority to limit, delay, or prohibit
the making of payments outside the United States or in foreign or composite currency.
Centene Corporation
May 27, 2011
Page 3
May 27, 2011
Page 3
(c) Our opinions are further subject to the effect of generally applicable rules of law
arising from statutes, judicial and administrative decisions, and the rules and regulations of
governmental authorities, that: (i) limit or affect the enforcement or provisions of a contract
that purport to require waiver of the obligations of good faith, fair dealing, diligence or
reasonableness; (ii) limit the availability of a remedy under certain circumstances where another
remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or
exempting a party from, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves negligence, recklessness, willful
misconduct or unlawful conduct; (iv) may, where less than all of the contract may be enforceable,
limit the enforceability of the balance of the contract to circumstances in which the unenforceable
portion is not an essential part of the agreed exchange; and (v) govern and afford judicial
discretion regarding the determination of damages and entitlement to attorneys fees.
(d) We express no opinion as to the enforceability of any rights to indemnification or
contribution provided for in the Indenture which are violative of public policy underlying any law,
rule, or regulation (including any federal or state securities law, rule or regulation) or the
legality of such rights. We express no opinion as to the enforceability of (1) any provision of
the Indenture purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon
certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (B)
confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify
or waive the requirements for effective service of process for any action that may be brought, (D)
waive the right of the Company or any other person to a trial by jury, (E) provide that remedies
are cumulative or that decisions by a party are conclusive or (F) modify or waive the rights to
notice, legal defenses, statutes of limitations or other benefits that cannot be waived under
applicable law or (2) choice of law or any provision of the Indenture relating thereto.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Companys Current Report on
Form 8-K, to be 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 Notes. 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, |
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/s/ Bryan Cave LLP | ||||