Exhibit 5
LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
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Telex 908041 BAL
Fax 410-576-4246
November 4, 1999
CareAdvantage, Inc.
485-C Route 1 South
Iselin, New Jersey 08830
Re: CareAdvantage, Inc.
Registration Statement on Form S-8 for the Amended
and Restated Stock Option Plan of CareAdvantage, Inc.
Ladies and Gentlemen:
We have acted as counsel to CareAdvantage, Inc. (the "Company"), in
connection with the issuance by the Company of up to 18,648,000 shares of common
stock, par value $.001 per share (the "Shares"), under the Company's Amended and
Restated Stock Option Plan (the "Plan"), pursuant to the above-referenced
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), filed on this date by the Company
with the Securities and Exchange Commission (the "Commission").
We have examined copies of (i) the Certificate of Incorporation of the
Company, as amended (the "Charter"), (ii) the Bylaws of the Company, (iii) the
Plan, and (iv) resolutions adopted by the Board of Directors of the Company
relating to the matters referred to herein. We have also examined the
Registration Statement and Exhibits thereto (collectively, with the documents
described in the preceding sentence, referred to as the "Documents").
In expressing the opinions set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent therewith, that all Documents
submitted to us as originals are authentic, all documents submitted to us as
certified or photostatic copies conform to the original documents, all
signatures on all such Documents are genuine, all public records reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.
Based on the foregoing, it is our opinion that Shares sold by the
Company to participants under the Plan, upon receipt of the consideration
required to be paid therefor, will be duly and validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the General
Corporations Law of the State of Delaware and of the United States of America
and we do not express any opinion herein concerning any other law. We assume no
obligation to supplement this opinion if any applicable law changes after the
date hereof or if we become aware of any fact that might change the opinion
expressed herein after the date hereof.
This opinion is being furnished to you for your benefit, and may not be
relied upon by any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC