EXHIBIT 5.1
Opinion of Whiteford, Taylor & Preston L.L.P.
(contains Consent of Counsel)
WHITEFORD, TAYLOR & PRESTON
L.L.P.
SEVEN SAINT PAUL STREET
BALTIMORE, MARYLAND 21202-1626
410 347-8700
FAX 410 347-8731
210 WEST PENNSYLVANIA AVENUE
TOWSON, MARYLAND 21204-4515
TELEPHONE 410 832-2000
FAX 410 832-2015
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30 COLUMBIA CORPORATE CENTER
10440 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044
TELEPHONE 410 884-0700
FAX 410-884-0719
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1025 CONNECTICUT AVENUE, NW
WASHINGTON, D.C. 20036-5405
TELEPHONE 202 659-6800
FAX 202 331-0573
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1317 KING STREET
ALEXANDRIA, VIRGINIA 22314-2928
TELEPHONE 703 836-5742
FAX 703 836-0265
May 9, 1997
Board of Directors
HCIA Inc.
300 East Lombard Street
Baltimore, Maryland 21202
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to HCIA Inc., a Maryland corporation
(the "Corporation"), in connection with the filing of Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 by the Corporation under the
Securities Act of 1933, as amended (the "Registration Statement"), which
Registration Statement registers the distribution of an additional: (i)
1,900,000 shares of common stock of the Corporation, par value $.01 per share
("Common Stock"), reserved for issuance to eligible employees of the Corporation
pursuant to the HCIA Inc. 1994 Stock and Incentive Plan, as amended; and (ii)
100,000 shares of Common Stock reserved for issuance to non-employee directors
of the Corporation pursuant to the HCIA Inc. 1995 Non-Employee Directors Stock
Option Plan, as amended (collectively, the "Plans"). In that capacity, we have
reviewed the Articles of Incorporation and Bylaws of the Corporation, both as
amended to date, the Registration Statement, the Plans, the originals or copies
of corporate records reflecting the corporate action taken by the Corporation
and its stockholders in connection with the approval of the Plans and amendments
thereto and the issuance of the Common Stock under the Plans and such other
instruments as we have deemed necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the
Common Stock to be offered under the Plans has been duly authorized by all
requisite action on the part of the Corporation and, when issued in accordance
with the terms and conditions of the Plans, will be legally issued, fully paid
and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of
Board of Directors
HCIA Inc.
May 9, 1997
Page 2
persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
Whiteford, Taylor & Preston L.L.P.