Exhibit 5.1
LATHROP & GAGE L.C.
LAW OFFICES
2345 Grand Boulevard 1050/40 Corporate Woods
Suite 2800 9401 Indian Creek Parkway
Kansas City, Missouri 64108-2684 Overland Park, Kansas 66210-2007
816-292-2000, Fax 816-292-2001 913-451-5100, Fax 913-451-0875
JOHN H. CALVERT
816-460-5807
jcalvert@lathropgage.com or 72741.3656@compuserve.com
_______, 1999
Board of Directors
Lab Holdings, Inc.
5000 West 95th Street
Shawnee Mission, Kansas 66207
Re: Offering by Lab Holdings, Inc. (the "Company") of shares of Common
Stock, $0.01 par value (the "Common Stock") pursuant to that certain Agreement
and Plan of Merger by and between Lab Holdings, Inc. and LabOne, Inc. as amended
and restated, dated as of March 7, 1999 (the "Merger Agreement"), a copy of
which is appended to the Joint Proxy Statement/Prospectus that has been filed
with the Securities and Exchange Commission as a part of the registration
statement of the Company on Form S-4, file No. 333-_____ (the "Registration
Statement").
Gentlemen,
We have acted as counsel to the Company in connection with the above
referenced Offering pursuant to which the Company proposes to issue shares of
its Common Stock to the holders of common stock of LabOne, Inc. in accordance
with the terms of the Merger Agreement.
We have examined the Merger Agreement, the Articles of Incorporation
and Bylaws of the Company, as amended, the proceedings of the Board of Directors
of the Company in connection with the authorization, execution and delivery of
the Merger Agreement and the filing of the Registration Statement, certificates
of officers of the Company and of state officials and such other documents as we
have deemed necessary in order to express the opinion set out herein. As to
certain questions of fact material to our opinion we have, without independent
investigation, relied upon the representations and warranties of the parties as
set forth in the Merger Agreement. We have also assumed the genuineness of all
signatures on original documents and certificates examined by us.
Our opinion is limited to the matters expressly set forth herein, and
no opinion is to be implied or may be inferred beyond the matters expressly so
stated. Our opinion is also limited to the effect of the laws of the state of
Missouri and the Federal laws of the United States. We express no opinion with
respect to the effect of the laws of any other jurisdiction on the matters
referred to herein. We further disclaim any obligation to update this opinion
letter for events occurring after the date of this opinion letter.
Based upon the foregoing, and assuming that (i) the Merger Agreement is
approved by the holders of the requisite number of shares of capital stock of
the parties thereto, (ii) that all conditions to the Merger Agreement are either
satisfied or properly waived, and (iii) that the Merger Agreement is properly
filed with and certificates of merger with respect thereto are duly issued by
the Secretaries of State of Missouri and Delaware, all as contemplated by the
Merger Agreement, we are of the opinion that the Common Stock, when issued to
the
Board of Directors
Lab Holdings, Inc.
______________, 1999
Page 2
stockholders of LabOne pursuant to the Merger Agreement, will be duly
authorized, legally issued, fully paid and non-assessable.
We consent to the use of this opinion in the Registration Statement and
in pre-effective and post-effective amendments thereto. We also consent to the
use of this opinion and to the reference to our firm under the caption ("Legal
Opinions") in the Joint Proxy Statement/Prospectus of the Registration Statement
and amendments thereto.
Very truly yours,
LATHROP & GAGE L.C.
By:
John H. Calvert