Exhibit 5.1


             [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]


August 2, 2001

Humana Inc.
500 West Main Street
Louisville, Kentucky 40202

Ladies and Gentlemen:

          We have acted as special counsel to Humana Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (File No. 333-63384) (together with any
amendments thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), covering $300,000,000 aggregate issue
amount of debt securities (the "Debt Securities") to be issued by the Company.
All capitalized terms used herein that are defined in, or by reference in, the
Registration Statement have the meanings assigned to such terms therein or by
reference therein, unless otherwise defined herein. With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.

          In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
as we have deemed necessary or appropriate for the purposes of this opinion. We
have examined, among other documents, the following:

          (a)  the Registration Statement; and

          (b)  the Indenture.

          The documents referred to in items (a) and (b) above, inclusive, are
referred to herein collectively as the "Documents".

          In all such examinations, we have assumed the legal capacity of all
natural persons executing Documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinion
expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the Documents and certificates and
oral or written statements and other information of or from representatives of
the Company and others and assume compliance on the part of all parties to the
Documents with their covenants and agreements contained therein.


          To the extent it may be relevant to the opinion expressed herein, we
have assumed that the parties to the Documents other than the Company have the
power and authority to enter into and perform such Documents and to consummate
the transactions contemplated thereby, that the documents have been duly
authorized, executed and delivered by, and constitute legal, valid and binding
obligations of such parties enforceable against such parties in accordance with
their terms, and that such parties will comply with all of their obligations
under the Documents and all laws applicable thereto.

          Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that when
(i) the Registration Statement has become effective under the Securities Act,
(ii) the Debt Securities have been duly executed, authenticated and delivered in
accordance with the terms of the Indenture and (iii) the Debt Securities have
been issued and sold as contemplated in the Registration Statement, the Debt
Securities will constitute valid and binding obligations of the Company.

          The opinion expressed herein is subject to (i) all applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws (and
related judicial doctrines) of general application affecting creditors' rights
generally and (ii) general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness, equitable
defenses and limits as to the availability of equitable remedies), whether such
principles are considered in a proceeding at law or in equity.

          We express no opinion as to the legality or binding effect of any
provision of the Debt Securities or the Indenture providing for payments
thereunder in a currency other than currency of the United States of America to
the extent that a court of competent jurisdiction, under applicable law, will
convert any judgment rendered in such other currency into currency of the United
States of America or to the extent that payment in a currency other than the
currency of the United States of America is contrary to applicable law. In this
connection, we note that, as of the date of this opinion, in the case of a Debt
Security denominated in foreign currency, a state court in the State of New York
rendering a judgment on such Debt Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Debt Security is denominated, and such judgment would be converted
into United States dollars at the exchange rate prevailing on the date of entry
of the judgment.

          The opinion expressed herein is limited to the laws of the United
States of America and the laws of the State of New York and, to the extent
relevant to the opinion expressed above, the General Corporation Law of the
State of Delaware, as currently in effect together with applicable provisions of
the Constitution of the State of Delaware and relevant decisional law. The
opinion expressed herein is given as of the date hereof, and we undertake no
obligation to supplement this letter if any applicable laws change after the
date hereof or if we become aware of any facts that might change the opinion
expressed herein after the date hereof or for any other reason.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus


forming a part of the Registration Statement. In giving these consents, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.

          The opinion expressed herein is solely for your benefit in connection
with the Registration Statement and may not be relied on in any manner or for
any purpose by any other person or entity and may not be quoted in whole or in
part without our prior written consent.

                           Very truly yours,


                           FRIED, FRANK, HARRIS, SHRIVER & JACOBSON


                       By: /s/ Jeffrey Bagner
                           ---------------------------------------------
                           Jeffrey Bagner