February 22, 1996
Magellan Health Services, Inc.
3414 Peachtree Road, N.E.
Suite 1400
Atlanta, Georgia 30326
Re: Form S-3 Registration Statement relating to 4,000,000 shares of Common
Stock, par value $.25 per share, of Magellan Health Services, Inc.
Ladies and Gentlemen:
I have acted as counsel for Magellan Health Services, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offering from time to time of up to 4,000,000 shares (the
"Shares") of Common Stock, par value $.25 per share, of the Company, by
Rainwater-Magellan Holdings, L.P.
As such counsel, I have examined and relied upon such records,
documents, certificates and other instruments as in my judgment are necessary or
appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, I have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to me as certified, conformed or photographic copies, and as to certificates of
public officials, I have assumed the same to have been properly given and to be
accurate.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus that forms a part of the Registration Statement.
Very truly yours,
/s/ Steve J. Davis
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Steve J. Davis
Executive Vice President, Administrative
Services and General Counsel