EX-5.1 4 tm237390d1_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

 

February 22, 2023

Board of Directors

UnitedHealth Group Incorporated

9900 Bren Road East

Minnetonka, Minnesota 55343

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as Deputy General Counsel to UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), in connection with the preparation of its registration statement on Form S-8 (the “Registration Statement”) relating to the registration of the offer and sale by the Company of 169,189 shares (the “2018 Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) pursuant to outstanding awards under the LHC Group, Inc. 2018 Incentive Plan (the “2018 Plan”).

I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of the opinions set forth below. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to my opinions, I have relied upon certificates of officers of the Company and of public officials.

Based on the foregoing, I am of the opinion that the 2018 Shares have been duly authorized and, following the effectiveness of the Registration Statement and upon issuance, delivery and payment therefor in accordance with the terms of the 2018 Plan and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. I assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

The opinions expressed above are limited to the Delaware General Corporation Law. I express no opinion herein as to any other statutes, rules or regulations.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Faraz A. Choudhry

Faraz A. Choudhry

Deputy General Counsel