Exhibit 5


April 15, 2002




Humana Inc.
500 West Main Street
Louisville, KY  40202

Form S-8 Registration Statement - Amendment No. 1
No. 333-86801

Ladies and Gentlemen:

I am Vice President and Associate General Counsel for Humana
Inc., a Delaware Corporation (the "Company"), and have been
involved with the preparation of an amended Registration
Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended, covering an
aggregate of Three Hundred Thousand (300,000) shares of the
common stock, par value $0.16 2/3 per share (the "Shares")
to be issued in connection with the Company's Non-Qualified
Stock Option Plan for Employees (the "Plan").

I have examined and am familiar with the Restated
Certificate of Incorporation and Restated By-Laws of the
Company and the various corporate records and proceedings
related to the organization of the Company and the proposed
issuance of Shares.  I have also examined such other
documents as I have considered necessary for the purpose of
this opinion.

Based on the foregoing, it is my opinion that the Shares
have been duly authorized and, when issued and paid for in
accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.

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

Sincerely,

/s/  Kathleen Pellegrino

Kathleen Pellegrino
Vice President and Associate General Counsel