[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
August 12, 2021
7700 Forsyth Boulevard
St. Louis, MO 63105
Centene Corporation – $500,000,000 2.450% Senior Notes due 2028 and $1,300,000,000 2.625% Senior Notes due 2031
Ladies and Gentlemen:
We have acted as special United States counsel to Centene Corporation, a Delaware corporation (the “Company”),
in connection with the public offering of $ 500,000,000 aggregate principal amount of the Company’s 2.450% Senior Notes due 2028 (the “2028 Notes”) and $1,300,000,000 aggregate principal amount of the Company’s 2.625% Senior Notes due 2031 (the “2031 Notes,” and together
with the 2028 Notes, the “Securities”) to be issued under the Indenture, dated as of
October 7, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”),
as supplemented by the Third Supplemental Indenture, dated as of July 1, 2021, with respect to the 2028 Notes (the “Third Supplemental Indenture,” and together with the Base
Indenture, the “2028 Indenture”) and the Fourth Supplemental Indenture, dated as of August
12, 2021, with respect to the 2031 Notes (the “Fourth Supplemental Indenture,” and together
with the Base Indenture, the “2031 Indenture,” and together with the 2028 Indenture, the “Indentures” and each, an “Indenture”), between the Company and the Trustee.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
registration statement on Form S-3ASR (File No. 333-238050) of the Company relating to debt securities and other securities of the Company filed on May 6, 2020 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and
Regulations”) including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);
prospectus, dated May 6, 2020 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
August 12, 2021
preliminary prospectus supplement, dated June 24, 2021 (together with the Base Prospectus, the “Preliminary Prospectus”) relating to the offering of the Securities, in the form filed
with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
prospectus supplement, dated July 29, 2021 (together with the Base Prospectus, the “Prospectus”), relating to the offering of the Securities, in the form filed with the Commission
pursuant to Rule 424(b) of the Rules and Regulations;
executed copy of the Underwriting Agreement, dated July 29, 2021 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC, as representative of the several
Underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Securities;
executed copy of the Base Indenture;
executed copy of the Third Supplemental Indenture;
executed copy of the Fourth Supplemental Indenture;
(i) the global certificates evidencing the Securities, executed by the Company and registered in the name of Cede & Co. (the “Note Certificates”), delivered by the Company to the
Trustee for authentication and delivery;
executed copy of a certificate of Christopher A. Koster, Senior Vice President, Secretary and General Counsel of the Company, dated the date hereof (the “Secretary’s Certificate”);
copy of the Company’s Certificate of Incorporation, as amended and in effect as of the date hereof, certified by the Secretary of State of the State of Delaware as of July 29, 2021, and a bringdown verification thereof, dated the date hereof, and
certified pursuant to the Secretary’s Certificate;
(l) a copy of the Company’s By-laws as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate; and
(m) copies of certain resolutions
of the Board of Directors of the Company, adopted on May 6, 2020 and July 27, 2021, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements,
certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
August 12, 2021
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such
copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public
officials, including those in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General
Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined-on Law”).
As used herein, “Transaction Documents” means the Underwriting Agreement, the Indenture and the Note Certificates.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificates have been duly
authorized by all requisite corporate action on the part of the Company and duly executed by the Company under the DGCL, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with
the terms of the Underwriting Agreement and the applicable Indenture, the Note Certificates will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of
The opinions stated herein are subject to the following qualifications:
(a) we do not express any opinion
with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders, affecting creditors’ rights generally, and the
opinions stated herein are limited by such laws and orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a
regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in
accordance with its terms;
do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative
of federal or state securities laws, rules or regulations; and
August 12, 2021
the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such
enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
In addition, in rendering the foregoing opinions we have assumed that, at all applicable times:
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities: (i) constituted or will constitute a violation of, or a
default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (i) with respect to those agreements or instruments expressed
to be governed by the laws of the State of New York, which are listed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020), (ii) contravened or will contravene any order or decree of any governmental authority to
which the Company or its property is subject, or (iii) violated or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to
the Opined-on Law); and
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, required or will require the consent, approval, licensing
or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this
consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion with the Commission as an
exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP