S-1/A: General form of registration statement for all companies including face-amount certificate companies

Published on November 13, 2001



EXHIBIT 5

ARMSTRONG TEASDALE LLP Attorneys at Law
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
Phone: (314) 621-5070
Fax: (314) 621-5065
www.armstrongteasdale.com

February 21, 2002

Centene Corporation
7711 Carondelet Avenue, Suite 800
St. Louis, Missouri 63105

Re: 1994 Stock Plan, 1996 Stock Plan, 1998 Stock Plan, 1999 Stock Plan and
2000 Stock Plan

Ladies and Gentlemen:

In our capacity as counsel for Centene Corporation, a Delaware corporation
(the "Company"), we have examined the Registration Statement on Form S-8 (the
"Registration Statement") in the form as proposed to be filed by the Company
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, on or about February 21, 2002 relating to up
to 2,102,425 shares of common stock, par value $0.001 per share (the "Company
Common Stock"), to be offered by the Company pursuant to the Registration
Statement in connection with the Company's 1994 Stock Plan, 1996 Stock Plan,
1998 Stock Plan, 1999 Stock Plan and 2000 Stock Plan (the "Plans"). In this
connection, we have examined such records, documents and proceedings as we deem
relevant and necessary as a basis for the opinion expressed herein.

Upon the basis of the foregoing, we are of the opinion that: (i) the
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware, (ii) the shares of
Company Common Stock to be issued in accordance with the Plans are duly and
validly authorized, and (iii) when the Company Common Stock is issued in
accordance with the procedures of the Plans, they will be duly and validly,
issued fully paid and non-assessable.

We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/ARMSTRONG TEASDALE LLP