1 Exhibit 5 B A S S, B E R R Y & S I M S P L C A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW 2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509 TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509 TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200 TELECOPIER (423) 521-6234 August 8, 1996 ENVOY Corporation 15 Century Boulevard, Suite 600 Nashville, Tennessee 37214 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to ENVOY Corporation (the "Company") in connection with the preparation of the above-referenced Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission on August 8, 1996, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended ("Registration Statement"), covering the 425,500 shares of common stock, no par value per share (the "Common Stock"), of the Company to be sold by the Company and by certain selling shareholders of the Company (the "Selling Shareholders") to the underwriters represented by Alex Brown & Son Incorporated, Hambrecht & Quist, LLC, J.C. Bradford & Co., L.L.C., and Southcoast Capital Corporation (the "Underwriters") for public distribution pursuant to the Underwriting Agreement between the Company, the Selling Shareholders, and the Underwriters (the "Underwriting Agreement") filed as an exhibit to the Registration Statement. In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified photostatic copies. Based upon the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Common Stock to be sold by the Company when issued and delivered in the manner and on the terms of the Underwriting Agreement will be validly issued, fully paid, and nonassessable. We hereby consent to the reference to our law firm in the Registration Statement under the caption "Legal Matters" and to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bass, Berry & Sims, PLC