Documents Examined

the registration statement on Form S-3 (Registration No. 333-220519) filed by the Company and the co-registrants named therein with the Securities and Exchange Commission (the “Commission”) under the Securities Act on September 19, 2017, as amended by the Post-Effective Amendment No. 1, filed with the Commission on September 9, 2019, and by the Post-Effective Amendment No. 2, filed with the Commission on May 12, 2020 (such registration statement, as amended and including the form of prospectus included therein and the documents incorporated by reference therein at the time of effectiveness pursuant to Rule 430B under the Securities Act, being referred to herein as the “Registration Statement”);

the prospectus dated September 18, 2017, included in the Registration Statement, relating to the offering from time to time of the Company’s securities and the related guarantees of the co-registrants (the “Base Prospectus”);

the preliminary prospectus supplement dated May 12, 2020, relating to the Notes, in the form filed on May 12, 2020, with the Commission, pursuant to Rule 424(b)(5) under the Securities Act;

the prospectus supplement dated May 12, 2020, relating to the Notes, in the form filed on May 14, 2020, with the SEC, pursuant to Rule 424(b)(5) under the Securities Act (such prospectus supplement, together with the Base Prospectus, being referred to herein as the “Prospectus”);

the Underwriting Agreement;

the Indenture;

the form of the Notes, including the Guarantees therein, attached to the Eighth Supplemental Indenture and the Ninth Supplemental Indenture;

the global note executed by the Company pursuant to the Indenture, in the aggregate principal amount of $300,000,000, representing the 2028 Notes purchased and sold pursuant to the Underwriting Agreement;

the global note executed by the Company pursuant to the Indenture, in the aggregate principal amount of $300,000,000, representing the 2030 Notes purchased and sold pursuant to the Underwriting Agreement;

the Articles of Incorporation and Amended and Restated Bylaws of WellCare (collectively, the “Governing Documents”);

the certificate of good standing for WellCare dated April 21, 2020 (the “Certificate of Good Standing”);

the Action by Written Consent of the Sole Shareholder of WellCare dated January 1, 2020 relating to WellCare’s authority to guarantee indebtedness of an unlimited amount, on a secured or unsecured basis, of any one or more of its direct or indirect owners;

the Action by Written Consent of the Board of Directors of WellCare dated January 1, 2020 relating to WellCare’s authority to guarantee indebtedness of an unlimited amount, on a secured or unsecured basis, of any one or more of its direct or indirect owners;

the Officers’ Certificate of WellCare attached hereto as Exhibit A (the “Officers’ Certificate”); and

statutes and such other documents as we have deemed necessary or appropriate for the basis of our opinions set forth herein.

Opinions

WellCare is validly existing corporation in good standing under the laws of the State of New Mexico.

WellCare has all requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture, including the Guarantees of the Notes in accordance with the provisions of the Indenture.

WellCare has duly authorized the execution, and delivery of the Indenture and the performance of its obligations thereunder, including the Guarantees of the Notes in accordance with the provisions of the Indenture.

Assumptions

The genuineness of all signatures not witnessed.

The authenticity of original documents and the conformity to the originals of all documents submitted as copies.

Each natural person executing any of the documents reviewed by us possesses the legal competency and capacity necessary for such individual to execute such documents and to carry out such individual’s obligations thereunder.

To the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties and, except with respect to WellCare, (i) the power, corporate or other, of all parties thereto to enter into and perform all obligations thereunder, (ii) the due authorization by all requisite action, corporate or other, thereof, and (iii) the due execution and delivery by such parties of such documents.

That the factual matters, and the representations and warranties as to factual matters contained in the documents, records, certificates, and other documents we have reviewed and obtained are true, correct, and complete in all respects.

That no fraud or dishonesty exists with respect to any matters relevant to our opinions.

Qualifications

The opinion expressed in paragraph B.1 above as to the valid existence and good standing of WellCare is based solely upon our review of the Certificate of Good Standing, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly.

The opinions expressed in paragraphs B.2 and B.3 above are based solely on our review of the Governing Documents.

We express no opinion on federal securities laws and regulations or state “Blue Sky” laws and regulations.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New Mexico. We express no opinion on the law of any other jurisdiction or principles regarding conflicts of law or choice of law, and we assume no responsibility for the applicability or effect of any such laws or principles.

We express no opinion on (i) federal and state antitrust and unfair competition laws and regulations; (ii) compliance with fiduciary duty requirements; (iii) the statutes, codes, and ordinances, the judicial and administrative decisions, and the rules and regulations of counties, towns, municipalities, and political subdivisions to the extent they deal with any of the foregoing; and (iv) federal and state environmental, land use, subdivision, tax, intellectual property, racketeering, banking, antifraud, anti-terrorism, embargoed persons, anti-money laundering, truth-in-lending, equal credit opportunity, consumer protection, health and safety, ERISA, and labor and employment laws and regulations.