Stanley F. Baldwin
                            AMERIGROUP Corporation
                             4425 Corporation Lane
                           Virginia Beach, VA 23462



                                                         December 7, 2001


Ladies and Gentlemen:

         I am the Senior Vice President, General Counsel and Secretary of
AMERIGROUP Corporation, a Delaware corporation (the "Company"). I have acted
as counsel to the Company in connection with the Registration Statement on
post-effective Amendment No. 1 to Form S-1 on Form S-8 (together with all
exhibits thereto, the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") on the date hereof under the Securities
Act of 1933, as amended, for the registration of 600,000 shares (the "Shares")
of Common Stock, par value $0.01 per share, of the Company (the "Common
Stock") pursuant to the Company's Employee Stock Purchase Plan (the "Plan").

         This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").

         In rendering the opinions set forth herein, I have examined originals
or copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Company's registration statement on Form S-1
(No. 333-37410) and all amendments thereto, relating to the Company's initial
public offering, (iii) the Plan, (iv) the Amended and Restated Certificate of
Incorporation of the Company, as amended to date and currently in effect, (v)
the Amended and Restated By-Laws of the Company, as amended to date and
currently in effect, (vi) a specimen certificate representing the Shares, and
(vii) certain resolutions of the Board of Directors of the Company relating to
the Plan and the filing of the Registration Statement. I also have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such records of the Company and such agreements, certificates and receipts of
public officials, certificates of officers or other representatives of the
Company and others, and such other documents as I have deemed necessary or
appropriate as a basis for the opinions set forth herein.

         In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
executed documents, I have assumed that the parties thereto, other than the
Company, had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein that I did
not independently establish or verify, I have relied upon statements and
representations of officers and other representatives of the Company and
others and of public officials.

         The opinions expressed herein are limited to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware ("DGCL"), and I express no opinion with respect to the laws of any
other country, state or jurisdiction.

         Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and when the Shares have been issued,
delivered and paid for upon pursuant to the terms of the Plan, and
certificates representing the Shares in the form of the specimen certificate
examined by me have been manually signed by an authorized officer of the
transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, such Shares will be validly issued, fully paid
and nonassessable.

         I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving this consent, I do not
thereby admit that I am included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.



                                            Very truly your,

                                            /s/ Stanley F. Baldwin