Item 8.01. Other Events.
Centene Corporation (the "Company") is registering 353,350 shares (the "Shares")
of its common stock, par value $0.001 per share, under the Company's
registration statement on Form S-3ASR (File No. 333-238050) (the "Registration
Statement"), filed with the filed with the Securities and Exchange Commission
(the "Commission") on May 6, 2020, as supplemented by a prospectus supplement,
dated as of January 4, 2022, filed with the Commission on January 4, 2022. The
Shares are issuable to certain former employees and other service providers of
Magellan Health Inc., a Delaware corporation ("Magellan") and employees of
certain former affiliates of Magellan upon the exercise of certain outstanding
stock options and the settlement of certain outstanding restricted stock units
that were originally issued by Magellan that the Company will assume in
connection with its previously announced acquisition of Magellan.
The Company is filing this report to provide the legal opinion of counsel as to
the validity of the Shares, which opinion is attached hereto as Exhibit 5.1 and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
No. Description
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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