MCKESSON CORP. EXHIBIT 5.1
One Post Street, San Francisco, CA 94104
[McKESSON LOGO]
November 27, 1998
McKesson Corporation
McKesson Plaza
One Post Street
San Francisco, California 94104
Re:McKesson Corporation --
Registration Statement on Form S-4
Ladies and Gentlemen:
I am Vice President and General Counsel of McKesson Corporation, a Delaware
corporation (the "Company"), and am issuing this opinion in connection with the
Registration Statement on Form S-4 being filed by the Company with the
Securities and Exchange Commission (the "Commission") on the date hereof (the
"Registration Statement") for the purpose of registering with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), up to
180,714,036 shares (the "Shares") of common stock of the Company, par value
$.01 per share, issuable pursuant to the Agreement and Plan of Merger, dated as
of October 17, 1998, as amended as of November 9, 1998 (the "Merger
Agreement"), by and among the Company, McKesson Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and
HBO & Company, a Delaware corporation ("HBOC").
In this connection, I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement; (ii) the Merger Agreement; (iii) the Restated Certificate of
Incorporation of the Company, as amended and the Restated Bylaws of the
Company, as amended, each as currently in effect; and (iv) certain resolutions
adopted by the Board of Directors of the Company relating to the issuance of
the Shares and certain related matters. I have also examined originals or
copies, certified or otherwise identified to my satisfaction of such records of
the Company and such instruments, certificates of public officials, and such
other documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinion set forth herein.
In my examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted
to me as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. In making my examination of documents executed or to
be executed by parties other than the Company, I have assumed that such parties
had or will have 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
McKesson Corporation
November 27, 1998
Page 2
parties and the validity and binding effect thereof. As to any facts material
to the opinion expressed herein which I have not independently established or
verified, I have relied upon statements and representations of other officers
and representatives of the Company and others.
I am admitted to the Bar of the State of California and do not purport to be an
expert on, or express any opinion concerning, any law other than the
substantive law of the State of California.
Based upon and subject to the foregoing, I am of the opinion that the Shares
have been duly authorized for issuance and, upon consummation of the merger of
Merger Sub with and into HBOC pursuant to the Merger Agreement, and the
issuance of the Shares and delivery of proper stock certificates therefor in
the manner contemplated by the Merger Agreement, the Shares will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion in the Joint Proxy
Statement/Prospectus included therein. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
This opinion is furnished by me, as counsel to the Company, in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
and, except as provided in the immediately preceding paragraph, is not to be
used, circulated or quoted for any other purpose or otherwise referred to or
relied upon by any other person without the express written permission of the
Company.
Very truly yours,
/s/ Ivan D. Meyerson
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Ivan D. Meyerson