EXHIBIT NO. 5.01
Richard W. Markle
ATTORNEY AT LAW
Richard W. Markle
September 11, 2001
Board of Directors
Consolidated Medical Management, Inc.
11829 Florida Blvd
Baton Rouge, LA 70816
Re: Consolidated Medical Management, Inc.; Registration Statement on Form S-8
Ladies and Gentlemen:
I have been retained by Consolidated Medical Management, Inc. (the "Company")
in connection with the registration statement (the "Registration Statement")
on Form S-8 to be filed by the Company with the Securities and Exchange
Commission relating to the securities of the Company. You have requested that
I render my opinion as to whether or not the securities proposed to be issued
on the terms set forth in the Registration Statement will be validly issued,
fully paid, and nonassessable.
In connection with this request, I have examined the following:
1.Articles of Incorporation of the Company, and amendments thereto;
2.Bylaws of the Company;
3.Unanimous consent resolutions of the Company's board of directors;
4.The Registration Statement; and
5.The Company's 2001 Non-Qualified Stock Option Plan No. 2.
I have examined such other corporate records and documents and have made such
other examinations as I have deemed relevant.
Based on the above examination, I am of the opinion that the securities of the
Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, fully paid, and nonassessable
under corporate laws of the state of Montana.
This opinion is limited in scope to the shares to be issued pursuant to the
Registration Statement and does not cover subsequent issuance of shares to be
made in the future. Such transactions are required to be included in either a
new registration statement or a post-effective amendment to the Registration
Statement, including updated opinions concerning the validity of issuance of
such shares.
Further, I consent to my name being included in the Registration Statement as
having rendered the foregoing opinion and as having represented the Company in
connection with the Registration Statement.
Sincerely,
Richard W. Markle