EX-5 3 dex5.htm OPINION OF BAKER & DANIELS Opinion of Baker & Daniels

EXHIBIT 5

 

BAKER & DANIELS

300 NORTH MERIDIAN STREET

SUITE 2700

INDIANAPOLIS, INDIANA 46204

(317) 237-0300

 

November 14, 2003

 

Anthem, Inc.

120 Monument Circle

Indianapolis, Indiana 46204

 

  Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Anthem, Inc., an Indiana corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”), registering the offer and sale of up to 13,000,000 additional shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), issuable pursuant to the Anthem 2001 Stock Incentive Plan (the “Plan”).

 

In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Registration Statement shall have become effective and the Shares have been issued in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.

 

Our opinion expressed above is limited to the federal law of the United States and the law of the State of Indiana.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

Very truly yours,

 

/S/    BAKER & DANIELS