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 800,000 shares of the Common
Stock, $0.001 par value per share (the "Shares") issuable under the Total Renal
Care Holdings, Inc. Employee Stock Purchase 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 purchase rights
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