9900 Bren Road East<\/p>\n
Minnetonka, Minnesota 55343<\/p>\n
March 8, 2012<\/p>\n
Board of Directors<\/p>\n
UnitedHealth Group Incorporated<\/p>\n
300 UnitedHealth Group Center<\/p>\n
9900 Bren Road East<\/p>\n
Minnetonka, Minnesota 55343<\/p>\n
Ladies and Gentlemen:<\/p>\n
I have acted as Senior Deputy General Counsel to UnitedHealth Group For purposes of this opinion letter, I, or attorneys in the legal department In rendering the opinions set forth below, I have assumed the genuineness of Board of Directors<\/p>\n UnitedHealth Group Incorporated<\/p>\n Page 2<\/p>\n as copies (including telecopies). I have also assumed the legal capacity for Based upon, subject to and limited by the foregoing, I am of the opinion (i)<\/p>\n<\/td>\n The Company has the corporate power to issue the Debt Securities and the (ii)<\/p>\n<\/td>\n The Indenture has been duly authorized, executed and delivered by the This opinion letter has been prepared for your use in connection with the The opinions expressed above are limited to the laws of the State of I hereby consent to the filing of this opinion letter as Exhibit 5.1 to a Very truly yours,<\/p>\n \/s\/ Kuai H. Leong<\/p>\n Kuai H. Leong<\/p>\n Senior Deputy General Counsel<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9178],"corporate_contracts_industries":[9440],"corporate_contracts_types":[9629,9634],"class_list":["post-43828","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-unitedhealth-group-inc","corporate_contracts_industries-health__plans","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43828","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43828"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43828"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43828"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43828"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nIncorporated, a Minnesota corporation (the
\n“Company<\/em><\/strong>“), in connection with the Underwriting
\nAgreement, dated March 5, 2012 (the “Underwriting
\nAgreement<\/em><\/strong>“), among the Company and Merrill Lynch, Pierce, Fenner
\n& Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc.
\nand Credit Suisse Securities (USA) LLC, as representatives (the
\n“Representatives<\/em><\/strong>“) of the several underwriters named
\nin the Pricing Agreement, dated March 5, 2012 (“Pricing
\nAgreement<\/em><\/strong>“), among the Company and the Representatives, and the
\nPricing Agreement relating to the proposed issuance by the Company of its 2.875%
\nNotes due March 15, 2022 in the aggregate principal amount of $600,000,000 (the
\n“2022 Notes<\/em><\/strong>“) and its 4.375% Notes due March 15, 2042
\nin the aggregate principal amount of $400,000,000 (the “2042
\nNotes<\/em><\/strong>” and collectively with the 2022 Notes, the
\n“Debt Securities<\/em><\/strong>“). The Debt Securities are issuable
\nunder the Indenture, dated as of February 4, 2008 (the
\n“Indenture<\/em><\/strong>“), between the Company and U.S. Bank
\nNational Association, as trustee, as supplemented by that certain Officers153
\nCertificate and Company Order dated March 8, 2012, relating to the 2022 Notes
\nand that certain Officers153 Certificate and Company Order dated March 8, 2012,
\nrelating to the 2042 Notes. This opinion letter is furnished to you at your
\nrequest to enable you to fulfill the requirements of Item 601(b)(5) of
\nRegulation S-K, 17 C.F.R. \u00a7 229.601(b)(5), in connection with the Registration
\nStatement. Capitalized terms used herein and not otherwise defined herein shall
\nhave the meanings assigned to them in the Underwriting Agreement or the Pricing
\nAgreement, as applicable.<\/p>\n
\nof the Company under my direction, have examined copies of such documents and
\nreviewed such questions of law as I have considered necessary and appropriate
\nfor the purposes of this opinion.<\/p>\n
\nall signatures, the accuracy and completeness of all documents submitted to me,
\nthe authenticity of all original documents, and the conformity to authentic
\noriginal documents of all documents submitted to me<\/p>\n
\n
\nall purposes relevant hereto of all natural persons and, with respect to all
\nparties to agreements or instruments relevant hereto other than the Company,
\nthat such parties had the requisite power and authority (corporate or otherwise)
\nto execute, deliver and perform such agreements or instruments, that such
\nagreements or instruments have been duly authorized by all requisite action
\n(corporate or otherwise), executed and delivered by such parties and that such
\nagreements or instruments are the valid, binding and enforceable obligations of
\nall parties thereto. As to questions of fact material to my opinion, I have
\nrelied upon certificates of officers of the Company and of public officials. I
\nhave also assumed that any Debt Securities will be issued and sold with such
\nterms and in such manner as are described in the Registration Statement (as
\namended from time to time), the Prospectus included therein (as amended from
\ntime to time) and any related supplements to the Prospectus. This opinion letter
\nis given, and all statements herein are made, in the context of the foregoing.\n<\/p>\n
\nthat:<\/p>\n\n\n
\n <\/td>\n \n \n
\nCompany has taken all necessary corporate action with respect to such issuance.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n
\n <\/td>\n \n \n
\nCompany.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nRegistration Statement and speaks as of the date hereof. I assume no obligation
\nto advise you of any changes in the foregoing subsequent to the effective date
\nof the Registration Statement.<\/p>\n
\nMinnesota.<\/p>\n
\nCurrent Report on Form 8-K of the Company filed with the Securities and Exchange
\nCommission and thereby incorporated by reference into that Registration
\nStatement and to the reference to this opinion under the caption “Legal Matters”
\nin the prospectus constituting a part of the Registration Statement. In giving
\nthis consent, I do not hereby admit that I am an “expert” within the meaning of
\nthe Securities Act of 1933, as amended. Hogan Lovells US LLP may rely on the
\nopinions expressed in paragraphs (i) and (ii), insofar as they relate to
\nMinnesota law, for purposes of delivering their legal opinion in connection with
\nthe validity of the Debt Securities.<\/p>\n