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Universal American Financial Corp.

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Preview Full Doc	2007	Escrow Agreement Escrow Agreement (40K) Doc #3169113: Click preview link for longer preview. ESCROW AGREEMENT This ESCROW AGREEMENT (this ï¿½Agreementï¿½) is made as of September 18, 2007, by and among Universal American Financial Corp., a New York corporation (ï¿½Parentï¿½), MH Acquisition I Corp., a Delaware corporation and wholly owned subsidiary of Parent (the ï¿½Delaware Corp. Merger Subï¿½), MH Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the ï¿½Delaware LLC Merger Subï¿½ and, together with the Delaware Corp. Merger Sub, collectively, the ï¿½Merger Subsï¿½), MHRx LLC, a Delaware limited liability company (ï¿½MHRxï¿½), MemberHealth, Inc., an Ohio . . . 3169113	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Escrow Agreement: Universal American Financial Corp – EX-99 9 ex99_091907-clescagmt.htm EXHIBIT J Exhibit J ESCROW AGREEMENT This ESCROW AGREEMENT (this ?Agreement?) is made as of September 18, 2007, by and among Universal American Financial Corp ., a New York corporation (?Parent?), MH Acquisition I Corp., a Delaware corporation and wholly owned subsidiary of Parent (the ?Delaware Corp. Merger Sub?), MH Acquisition II LLC, a Delaware _____________ Universal American Financial Corp – date mailed when mailed by registered or certified mail return receipt requested and postage prepaid to the following address: (i) If to Parent or either of the Merger Subs to: Universal American Financial Corp . 6 International Drive Rye Brook, New York 10573-1068 Attention: Mitchell Stier, Esq. Telephone: (914) 934-5200 Facsimile: (914) 934-0700 with a required copy to (which shall not _____________ UNIVERSAL AMERICAN FINANCIAL CORP – have executed this Escrow Agreement as of the date first above written. THE ESCROW AGENT: THE BANK OF NEW YORK By: /s/ Thomas Hacker Name: Thomas Hacker Title: Vice President UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Robert A. Waegelein Name: Robert A. Waegelein Title: Executive Vice President and Chief Financial Officer WELSH, CARSON, ANDERSON & STOWE IX, L.P., as Shareholder Representative By: _____________ dt 1843468
Preview Full Doc	2000	Opinion Letter Re: 1,486,730 Shares Common - $0.01 par Value Opinion Letter Re: 1,486,730 Shares Common - $0.01 par Value (3K) Doc #292410: Click preview link for longer preview. HARNETT LESNICK & RIPPS P.A. Nationsbank Tower 150 East Palmetto Park Road Suite 150 Boca Raton, Florida 33432-4832 ----- (561) 368-1995 ----- Telecopier: (561) 368-4315 _____________ , 2000 Universal American Financial Corp. 6 International Drive Suite 190 Rye Brook, New York 10573 RE: 1,486,730 SHARES COMMON OF UNIVERSAL HOLDING CORP. - $0.01 PAR VALUE As counsel to Universal American Financial Corp. ("the Company"), we have examined and are familiar with (1) the Restated Certificate of Incorporation of the Company, with all amendments thereto, (2) the By-Laws of the Company, as amended to date, (3) the Registration Statement on Form S-2 (Registration No. _______), including the exhibits (the "Registration Statement"), and the Prospectus forming a part of the Registration Statement, filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of 1,486,730 shares of the Common Stock, par value $0.01 each ("The Shares"), and (4) all corporate proceedings taken by the Company in connection with the Registration Statement and the issuance and sale of the Shares, subject to the Registration Statement becoming effective. 292410	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Opinion Letter Re: 1,486,730 Shares Common - $0.01 par Value: Universal American Financial Corp – Nationsbank Tower 150 East Palmetto Park Road Suite 150 Boca Raton, Florida 33432-4832 ----- (561) 368-1995 ----- Telecopier: (561) 368-4315 _____________ , 2000 Universal American Financial Corp . 6 International Drive Suite 190 Rye Brook, New York 10573 RE: 1,486,730 SHARES COMMON OF UNIVERSAL HOLDING CORP. - $0.01 _____________ Universal American Financial Corp – 190 Rye Brook, New York 10573 RE: 1,486,730 SHARES COMMON OF UNIVERSAL HOLDING CORP. - $0.01 PAR VALUE As counsel to Universal American Financial Corp . ("the Company"), we have examined and are familiar with (1) the Restated Certificate of Incorporation of the Company, with all amendments thereto, ( _____________ Universal American Financial Corp – the opinion that: (1) the Company is duly organized and validly existing under the laws of the State of New York; {PAGE} 2 Universal American Financial Corp . _____________ , 2000 Page 2 (2) the Shares, when they have been issued by the Company as Agent Stock Awards or upon exercise _____________ dt 231258 ;	Harnett Lesnick & Ripps
Preview Full Doc	2000	Opinion Letter Re: Registration Statement No. 333-34786 [Amendment No. 1] Opinion Letter Re: Registration Statement No. 333-34786 [Amendment No. 1] (1K) Doc #292413: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-23.3 {SEQUENCE}6 {FILENAME}ex23-3.txt {DESCRIPTION}CONSENT OF HARNETT LESNICK & RIPPS PA {TEXT} {PAGE} 1 EXHIBIT 23.4 HARNETT LESNICK & RIPPS P.A. Nationsbank Tower 150 East Palmetto Park Road Suite 150 Boca Raton, Florida 33432-4832 ----- (561) 368-1995 ----- Telecopier: (561) 368-4315 July 12, 2000 Universal American Financial Corp. 6 International Drive Suite 190 Rye Brook, New York 10573 RE: AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-34786 UNIVERSAL HOLDING CORP. - $0.01 PAR VALUE We are counsel to Universal American Financial Corp. ("the Company"),in connection with Amendment No. 1 to its the Registration Statement on Form S-2 being filed contemporaneously herewith for the registration under the Securities Act of 1933, as amended, of 1,486,730 shares of the Common Stock, par value $0.01 each ("The Shares"). We hereby consent to the use of our opinion which will be filed as an exhibit to such Registration Statement and reference thereto in the Registration Statement and the Prospectus filed by the Company under the Securities Act of 1933, as amended, in connection with the Shares. Very truly yours, HARNETT LESNICK & RIPPS P.A. By: _________________________________ Irving I. Lesnick, Vice President {/TEXT} {/DOCUMENT} 292413	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Opinion Letter Re: Registration Statement No. 333-34786 [Amendment No. 1]: Universal American Financial Corp – Tower 150 East Palmetto Park Road Suite 150 Boca Raton, Florida 33432-4832 ----- (561) 368-1995 ----- Telecopier: (561) 368-4315 July 12, 2000 Universal American Financial Corp . 6 International Drive Suite 190 Rye Brook, New York 10573 RE: AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-34786 UNIVERSAL HOLDING _____________ Universal American Financial Corp – York 10573 RE: AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-34786 UNIVERSAL HOLDING CORP. - $0.01 PAR VALUE We are counsel to Universal American Financial Corp . ("the Company"),in connection with Amendment No. 1 to its the Registration Statement on Form S-2 being filed contemporaneously herewith for _____________ dt 231260 ;	Harnett Lesnick & Ripps
Preview Full Doc	2004	Opinion Letter Re: Registration Statement on Form S-3 Opinion Letter Re: Registration Statement on Form S-3 (4K) Doc #292371: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-5 {SEQUENCE}3 {FILENAME}jd3-26ex5_1.txt {DESCRIPTION}5.1 {TEXT} EXHIBIT 5.1 ----------- HARNETT LESNICK & RIPPS P.A. Nationsbank Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 March 26, 2004 Universal American Financial Corp. 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the registration statement on Form S-3 (the "Registration Statement") relating to the registration of up to 1,079,369 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to be offered and sold by the Company to qualifying participants in, or, as applicable, the trustees of, the Company's Non-qualified Stock Option Plans for Agents and Others, Career Agent Stock Award Program, Agents Stock Purchase Plan, Deferred Compensation Plan for Agents and Regional General Agents Equity Participation Program. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Registration Statement, including the Prospectus contained therein, and 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, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion 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, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that all documents were duly executed and delivered, where due execution and delivery are requisite to the effectiveness thereof. 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. {PAGE} Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the shares of Common Stock registered under the Registration Statement will, when issued and paid for as contemplated by the Prospectus, be legally issued, fully paid and non-assessable. The opinions expressed herein are limited to the corporate laws of the State of New York and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to any and all references to our firm in the Prospectus which is a part of the Registration Statement. Very truly yours, HARNETT LESNICK & RIPPS P.A. By: /s/ Irving I. Lesnick --------------------------------------- Irving I. Lesnick, Vice President {/TEXT} {/DOCUMENT} 292371	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: Universal American Financial Corp – Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 March 26, 2004 Universal American Financial Corp . 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have _____________ Universal American Financial Corp – Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp ., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the _____________ dt 231225 ;	Harnett Lesnick & Ripps
Preview Full Doc	2003	Opinion Letter Re: Registration Statement on Form S-3 Opinion Letter Re: Registration Statement on Form S-3 (3K) Doc #292380: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}y92147a2exv5w1.txt {DESCRIPTION}OPINION OF HARNETT LESNICK & RIPPS P.A. {TEXT} {PAGE} EXHIBIT 5.1 HARNETT LESNICK & RIPPS P.A. Nationsbank Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 December 23, 2003 Universal American Financial Corp. 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 (Registration No. 333-109803) Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the amendment no. 2 to the registration statement on Form S-3 (the "Registration Statement") relating to the registration of up to 570,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to be offered and sold by the Universal American Financial Corp. 401(k) Savings Plan. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Registration Statement, including the Prospectus contained therein, and 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, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion 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, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that all documents were duly executed and delivered, where due execution and delivery are requisite to the effectiveness thereof. 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 the shares of Common Stock registered under the Registration Statement are legally issued, fully paid and non-assessable. {PAGE} The opinions expressed herein are limited to the corporate laws of the State of New York and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to any and all references to our firm in the Prospectus which is a part of the Registration Statement. Very truly yours, HARNETT LESNICK & RIPPS P.A. By:/s/ Irving I. Lesnick -------------------------------------- Irving I. Lesnick, Vice President {/TEXT} {/DOCUMENT} 292380	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: Universal American Financial Corp – Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 December 23, 2003 Universal American Financial Corp . 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 (Registration No. 333-109803) Ladies _____________ Universal American Financial Corp – New York 10573 Re: Registration Statement on Form S-3 (Registration No. 333-109803) Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp ., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the _____________ Universal American Financial Corp – shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to be offered and sold by the Universal American Financial Corp . 401(k) Savings Plan. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the _____________ dt 231234 ;	Harnett Lesnick & Ripps
Preview Full Doc	2003	Opinion Letter Re: Registration Statement on Form S-3 Opinion Letter Re: Registration Statement on Form S-3 (4K) Doc #292381: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}y92147exv5w1.txt {DESCRIPTION}OPINION OF HARNETT LESNICK & RIPPS P.A. {TEXT} {PAGE} EXHIBIT 5.1 HARNETT LESNICK & RIPPS P.A. Nationsbank Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 December 2, 2003 Universal American Financial Corp. 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 (Registration No. 333-109803) Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the amendment no. 1 to the registration statement on Form S-3 (the "Registration Statement") relating to the registration of up to 570,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to be offered and sold by the Universal American Financial Corp. 401(k) Savings Plan. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Registration Statement, including the Prospectus contained therein, and 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, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion 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, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that all documents were duly executed and delivered, where due execution and delivery are requisite to the effectiveness thereof. 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. {PAGE} Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the shares of Common Stock registered under the Registration Statement are legally issued, fully paid and non-assessable. The opinions expressed herein are limited to the corporate laws of the State of New York and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to any and all references to our firm in the Prospectus which is a part of the Registration Statement. Very truly yours, HARNETT LESNICK & RIPPS P.A. By:/s/ Irving I. Lesnick ----------------------------------- Irving I. Lesnick, Vice President {/TEXT} {/DOCUMENT} 292381	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: Universal American Financial Corp – Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 December 2, 2003 Universal American Financial Corp . 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 (Registration No. 333-109803) Ladies _____________ Universal American Financial Corp – New York 10573 Re: Registration Statement on Form S-3 (Registration No. 333-109803) Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp ., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the _____________ Universal American Financial Corp – shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to be offered and sold by the Universal American Financial Corp . 401(k) Savings Plan. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the _____________ dt 231235 ;	Harnett Lesnick & Ripps
Preview Full Doc	2003	Opinion Letter Re: Registration Statement on Form S-3 Opinion Letter Re: Registration Statement on Form S-3 (4K) Doc #292385: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-5 {SEQUENCE}3 {FILENAME}mv10-15s3ex5_1.txt {TEXT} EXHIBIT 5.1 HARNETT LESNICK & RIPPS P.A. Nationsbank Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 October 17, 2003 Universal American Financial Corp. 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the registration statement on Form S-3 (the "Registration Statement") relating to the registration of up to 800,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") to be offered and sold by Transamerica Retirement Services, as administrator of the Universal American Financial Corp. 401(k) Savings Plan. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Registration Statement, including the Prospectus contained therein, and 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, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion 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, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that all documents were duly executed and delivered, where due execution and delivery are requisite to the effectiveness thereof. We have also assumed that the Common Stock was issued for proper and sufficient consideration, and that the certificates representing the Common Stock were properly issued. 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. {PAGE} Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the shares of Common Stock registered under the Registration Statement are legally issued, fully paid and non-assessable. The opinions expressed herein are limited to the corporate laws of the State of New York and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to any and all references to our firm in the Prospectus which is a part of the Registration Statement. Very truly yours, HARNETT LESNICK & RIPPS P.A. By: /s/ Irving I. Lesnick ------------------------------------ Irving I. Lesnick, Vice President {/TEXT} {/DOCUMENT} 292385	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Opinion Letter Re: Registration Statement on Form S-3: Universal American Financial Corp – Tower 150 East Palmetto Park Road, Suite 150 Boca Raton, Florida 33432-4832 (561) 368-1995 Telecopier: (561) 368-4315 October 17, 2003 Universal American Financial Corp . 6 International Drive, Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have _____________ Universal American Financial Corp – Suite 190 Rye Brook, New York 10573 Re: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as counsel to Universal American Financial Corp ., a New York corporation (the "Company"). This opinion is being furnished to you in connection with the preparation and filing with the _____________ Universal American Financial Corp – 0.01 per share, of the Company (the "Common Stock") to be offered and sold by Transamerica Retirement Services, as administrator of the Universal American Financial Corp . 401(k) Savings Plan. In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the _____________ dt 231239 ; Harnett Lesnick & Ripps;	Transamerica Retirement Services
Preview Full Doc	2001	Opinion Letter Opinion Letter (4K) Doc #292398: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}a2053707zex-5_1.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} {PAGE} Exhibit 5.1 July 11, 2001 Universal American Financial Corp. Six International Drive Rye Brook, NY 10573 Universal American Financial Corp. Registration Statement on Form S-3 Registration No. 333-62036 ---------------------------------- Ladies and Gentlemen: In connection with the above-captioned Registration Statement, as amended (the "Registration Statement"), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder (the "Rules"), you have requested that we furnish our opinion as to the legality of up to 6,550,000 shares (the "Company Shares") that may be offered by Universal American Financial Corp., a New York corporation (the "Company"), (including shares issuable by the Company upon exercise of the Underwriters' over-allotment option) and up to 2,545,000 shares (the "Shareholder Shares") that may be offered by certain selling shareholders (including Shares to be sold by certain of such Selling Shareholders upon exercise of the Underwriters' over-allotment option) of the Company's Common Stock, par value $.01 per share (the "Common Stock"), registered for sale thereunder. In connection with the furnishing of this opinion, we have reviewed the Registration Statement (including amendments thereto), the form of the Underwriting Agreement included as Exhibit 1.1 to the Registration Statement (the "Underwriting {PAGE} Universal American Financial Corp. 2 Agreement"), originals, or copies certified or otherwise identified to our satisfaction, of the Company's Certificate of Incorporation as in effect on the date hereof and at the time of the issuance of the Shareholder Shares, the Company's By-laws as in effect on the date hereof and at the time of the issuance of the Shareholder Shares, and records of certain corporate proceedings of the Company. We have also examined and relied upon representations as to factual matters contained in certificates of officers of the Company, and have made such other investigations of fact and law and have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates or other instruments, and upon such factual information otherwise supplied to us, as in our judgment are necessary or appropriate to render the opinion expressed below. In addition, we have assumed, without independent investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity of original documents to all documents submitted to us as certified, photostatic, reproduced or conformed copies, the authenticity of all such latter documents and the legal capacity of all individuals who have executed any of the documents. Based upon the foregoing, we are of the opinion that (i) the Company Shares, when issued, delivered and paid for as contemplated in the Registration Statement and the Underwriting Agreement, will be duly authorized, validly issued, fully paid and nonassessable and (ii) the Shareholder Shares are duly authorized, validly issued, fully paid and nonassessable. {PAGE} Universal American Financial Corp. 3 Our opinion expressed above is limited to the Business Corporation Law of the State of New York. Our opinion is rendered only with respect to laws, and the rules, regulations and orders thereunder, which are currently in effect. We hereby consent to use of this opinion as an Exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" contained in the Prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules. Very truly yours, /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON PAUL, WEISS, RIFKIND, WHARTON & GARRISON {/TEXT} {/DOCUMENT} 292398	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Opinion Letter: Universal American Financial Corp – DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}a2053707zex-5_1.txt {DESCRIPTION}EXHIBIT 5.1 {TEXT} {PAGE} Exhibit 5.1 July 11, 2001 Universal American Financial Corp . Six International Drive Rye Brook, NY 10573 Universal American Financial Corp. Registration Statement on Form S-3 Registration No. 333-62036 ---------------------------------- Ladies _____________ Universal American Financial Corp – DESCRIPTION}EXHIBIT 5.1 {TEXT} {PAGE} Exhibit 5.1 July 11, 2001 Universal American Financial Corp. Six International Drive Rye Brook, NY 10573 Universal American Financial Corp . Registration Statement on Form S-3 Registration No. 333-62036 ---------------------------------- Ladies and Gentlemen: In connection with the above-captioned Registration Statement, as _____________ Universal American Financial Corp – we furnish our opinion as to the legality of up to 6,550,000 shares (the "Company Shares") that may be offered by Universal American Financial Corp ., a New York corporation (the "Company"), (including shares issuable by the Company upon exercise of the Underwriters' over-allotment option) and up _____________ Universal American Financial Corp – Registration Statement (including amendments thereto), the form of the Underwriting Agreement included as Exhibit 1.1 to the Registration Statement (the "Underwriting {PAGE} Universal American Financial Corp . 2 Agreement"), originals, or copies certified or otherwise identified to our satisfaction, of the Company's Certificate of Incorporation as in effect _____________ Universal American Financial Corp – duly authorized, validly issued, fully paid and nonassessable and (ii) the Shareholder Shares are duly authorized, validly issued, fully paid and nonassessable. {PAGE} Universal American Financial Corp . 3 Our opinion expressed above is limited to the Business Corporation Law of the State of New York. Our opinion is rendered _____________ dt 231249 ;	Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Opinion Letter: PAUL, WEISS – admit that we come within the category of persons whose consent is required by the Act or the Rules. Very truly yours, /s/ PAUL, WEISS , RIFKIND, WHARTON & GARRISON PAUL, WEISS, RIFKIND, WHARTON & GARRISON {/TEXT} {/DOCUMENT} _____________ PAUL, WEISS – the category of persons whose consent is required by the Act or the Rules. Very truly yours, /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON PAUL, WEISS , RIFKIND, WHARTON & GARRISON {/TEXT} {/DOCUMENT} _____________ dt 242128

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