EXHIBIT 5.1
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 Rockefeller Plaza
New York, New York 10111
February 1, 1999
MedE America Corporation
90 Merrick Avenue
East Meadow, New York 11554
Ladies and Gentlemen:
We have acted as counsel to MedE America Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing on or
about the date hereof of the Registration Statement of the Company on Form S-1,
as amended (the "Registration Statement") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
public offering (the "Offering") by the Company of up to 516,043 shares
(including 67,310 shares subject to over-allotment options) of Common Stock,
$.01 par value, of the Company (the "Common Stock"). The Registration Statement
registers additional shares to be sold in the public offering of shares of
Common Stock contemplated by a Registration Statement of the Company on Form S-1
(SEC File No. 333-55977), which was declared effective by the Securities and
Exchange Commission on February 1, 1999.
In that connection, we have participated in the preparation of the
Registration Statement, including the Prospectus contained therein (the
"Prospectus") and have reviewed certain corporate proceedings. In addition, we
have examined originals or copies certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, as we have deemed necessary
to form a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of all
such latter documents. As to all questions of fact material to this opinion that
have not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock to be registered for sale by the Company
under the Registration Statement have been duly authorized and, when issued and
paid for as contemplated by the Prospectus, will be validly issued, fully paid
and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted
cited or otherwise referred to without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
REBOUL, MACMURRAY, HEWITT
MAYNARD & KRISTOL
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