3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750
December 19, 2006
MEDecision, Inc. 601 Lee Road Wayne, Pennsylvania 19087
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Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 (the “Registration Statement”) of MEDecision, Inc., a Pennsylvania corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).
The Registration Statement covers (i) up to 2,915,955 shares (the “A&R Plan Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), for issuance under the Company’s Amended and Restated Stock Option Plan (the “A&R Plan”); (ii) up to 55,000 shares of Common Stock (the “Series C Plan Shares”) for issuance pursuant to the Company’s Series C Equity Incentive Plan (the “Series C Plan”); and (iii) up to 1,500,000 shares of Common Stock (the “2006 Plan Shares) for issuance pursuant to the Company’s 2006 Equity Incentive Plan (the “2006 Plan” and together with the A&R Plan and the Series C Plan, the “Plans”).
We have examined the Registration Statement, including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Amended and Restated Articles of Incorporation and the Second Amended and Restated Bylaws of the Company as amended to date, the Plans and such other documents as we have deemed appropriate in rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the authenticity of all documents submitted to us as copies of originals.
Based on the foregoing, we are of the opinion that (i) the A&R Shares, when issued and paid for in accordance with the A&R Plan and any underlying award agreement or letters, (ii) the Series C Shares, when issued and paid for in accordance with the Series C Plan and any underlying award agreement or letters, and (iii) the 2006 Shares, when issued and paid for in accordance with the 2006 Plan and any underlying award agreement or letters, will be legally issued, fully paid and non-assessable.
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www.pepperlaw.com
MEDecision, Inc.
Page 2
December 19, 2006
We express no opinion herein as to the law of any state or jurisdiction other than the Commonwealth of Pennsylvania and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
As counsel to the Company, we have furnished this opinion letter in connection with the filing of the Registration Statement.
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| Sincerely, |
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| PEPPER HAMILTON LLP |