EXHIBIT 5.1



                               February 11, 2000



Ladies and Gentlemen:

  I am the Acting General Counsel of Total Renal Care Holdings, Inc., a Delaware
corporation (the "Company") and the holder of stock and options to purchase
stock granted under the Company's employee stock plans which in the aggregate
represent less than 1% of the Company's outstanding Common Stock.  I am
delivering this opinion in connection with the registration under the Securities
Act of 1933, as amended (the "1933 Act"), of up to 3,000,000 shares of the
Common Stock, $0.001 par value per share (the "Shares") issuable upon the
exercise of options granted under the Total Renal Care Holdings, Inc. 1999
Equity Compensation Plan, as amended (the "Plan").  This opinion is delivered in
connection with that certain Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the 1933 Act.

  In rendering the opinion set forth herein, I have made such investigations of
fact and law, and examined such documents and instruments, or copies thereof
established to my satisfaction to be true and correct copies thereof, as I have
deemed necessary under the circumstances.

  Based upon the foregoing and such other examination of law and fact as I have
deemed necessary, and in reliance thereon, I am of the opinion that the Shares,
when offered, sold and paid for pursuant to the exercise of options granted
under the Plan, will be duly authorized, validly issued, fully paid and non-
assessable.

  I hereby 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 which is a part of the Registration Statement.  In
giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission thereunder.

                        Very truly yours,

                        /s/ Steven J. Udicious
                        ----------------------
                            Steven J. Udicious