Compbenefits Corp – ‘S-8’ on 9/18/96 – EX-5.1

As of:  Wednesday, 9/18/96   ·   Effective:  9/18/96   ·   Accession #:  950144-96-6434   ·   File #:  333-12227

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Compdent Corporation                                   6     40K 
 2: EX-4.1      Amended & Restated Certificate of Incorp.              9     30K 
 3: EX-4.2      Amended & Restated by Law                              1      6K 
 4: EX-5.1      Opinion of Goodwin, Procter & Hoar                     2±    10K 
 5: EX-23.1     Consent of Counsel                                     1      5K 
 6: EX-23.2     Consent of Deloitte & Touche                           1      6K 
 7: EX-23.3     Consent of Coopers & Lybrand                           1      7K 
 8: EX-23.4     Consent of Peat Marwick                                1      7K 
 9: EX-24.1     Powers of Attorney                                     1      5K 
10: EX-99.1     Compdent Corp Emp Stk Purch Directors Stk Op Plan      4     25K 
11: EX-99.2     Compdent Corp. Non-Employee                            1      6K 
12: EX-99.3     Ciffolillo Non-Qualified Stock Option Agreement        8     24K 

EX-5.1   —   Opinion of Goodwin, Procter & Hoar

EX-5.1
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                                                                     EXHIBIT 5.1

GOODWIN, PROCTER & HOAR LLP 

COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
                                                        Telephone (617) 570-1000
                               September 4, 1996       Telecopier (617) 523-1231

CompDent Corporation                                                            
8800 Roswell Road, Suite 295                                                    
Atlanta, Georgia 30350                                                          

Ladies and Gentlemen:                                                           

Re:    Registration Statement on Form S-8                         

This opinion is delivered in our capacity as counsel to CompDent  
Corporation (the "Company") in connection with the preparation and filing with  
the Securities and Exchange Commission under the Securities Act of 1933, as     
amended, of a Registration Statement on Form S-8 (the "Registration Statement") 
relating to 220,000 shares of Common Stock, par value $.01 per share (the       
"Registered Shares").  Of the Registered Shares, the Company is authorized to   
issue 100,000 shares pursuant to the CompDent Corporation Employee Stock        
Purchase Plan, as amended ("ESPP"), 100,000 shares pursuant to the CompDent     
Corporation Non-Employee Directors' Stock Option Plan ("Directors' Plan") and   
20,000 shares under that certain Non-Qualified Stock Option Agreement by and    
between the Company and Joseph A. Ciffolillo dated September 25, 1995           
("Ciffolillo Agreement," together with the ESPP and Directors' Plan collectively
referred to as the "Plans").                                                    

      As counsel for the Company, we have examined a copy of each of the Plans
and the Company's Amended and Restated Certificate of Incorporation and Amended 
and Restated By-laws, each as presently in effect, and such records,            
certificates and other documents of the Company as we have deemed necessary or  
appropriate for the purposes of the opinion.                                    

     Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the respective Plans, the 
Registered Shares will be duly authorized, legally issued, fully paid and       
non-assessable by the Company under the General Corporation Law of the State of 
Delaware.                                                                       

We hereby consent to being named as counsel to the Company in the 
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.                                                         

                     Very truly yours,

                                   /s/ Goodwin, Procter & Hoar LLP

                               GOODWIN, PROCTER & HOAR LLP

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		9/18/96		None on these Dates
		9/4/96
		9/25/95
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