EXHIBIT 5.1

                      [Shearman & Sterling LLP Letterhead]


                                 July 18, 2003


WebMD Corporation
669 River Drive, Center 2
Elmwood Park, NJ 07407-1361

                               WebMD Corporation
                       Registration Statement on Form S-3
     Relating to $5,200,000 3 1/4% Convertible Subordinated Notes Due 2007
      and 561,373 Shares of Common Stock Issuable Upon Conversion Thereof

Ladies and Gentlemen:

                  This opinion is furnished to you in connection with a
registration statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, for the registration of $5,200,000 aggregate principal
amount of 3 1/4% Convertible Subordinated Notes due 2007 (the "Notes") of WebMD
Corporation, a Delaware corporation (the "Company"), and 561,373 shares of
common stock of the Company, par value $.0001 per share (the "Shares"),
issuable upon conversion of the Notes. The Notes and the Shares are being
registered on behalf of the holders of the Notes.

                  We have acted as counsel for the Company in connection with
the preparation and filing of the Registration Statement. In our capacity as
counsel to the Company, we have examined and relied upon the information set
forth in the Registration Statement, the Indenture dated as of April 1, 2002
(the "Indenture"), between the Company and The Bank of New York, as trustee
(the "Trustee"), a specimen of the Notes and the originals, or copies
identified to our satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons,
and such other documents, agreements and instruments as we have deemed
necessary as a basis for the opinion hereinafter expressed. In our
examinations, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents
submitted to us as copies.

         Our opinions set forth below are limited to the law of the State of
New York, the General Corporation Law of the State of Delaware and the federal
laws of the United States, and we do not express any opinion herein concerning
any other laws.



                  Based upon and subject to the foregoing, we are of the
opinion that:

                  (i)      The Notes have been duly authorized, executed and
delivered by the Company and, assuming the Notes have been duly authenticated
by the Trustee in accordance with the provisions of the Indenture, constitute
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or other similar
laws relating to or affecting enforcement of creditors' rights generally, and
except as the enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or
at law).

                  (ii)     The Shares issuable upon conversion of the Notes
have been duly and validly authorized and reserved for issuance upon such
conversion by all necessary corporate action, and such Shares, when issued upon
conversion of the Notes in accordance with the terms of the Indenture, will be
duly and validly issued and fully paid and non-assessable.

                  We understand that this opinion is to be used in connection
with the Registration Statement. We hereby consent to the filing of this
opinion as part of the Registration Statement and to the use of our name
therein and in the related prospectus under the caption "Legal Matters."


                                       Very truly yours,

                                       /s/ SHEARMAN & STERLING LLP