Exhibit 5.1


                                August 29, 1997


Total Renal Care Holdings, Inc.
Suite 800
21250 Hawthorne Boulevard
Torrance, California  90503

Ladies and Gentlemen:

          You have requested our opinion in connection with the filing by Total
Renal Care Holdings, Inc., a Delaware corporation (the "Company") of a Form S-8
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission covering 2,500,000 shares of the Company's common stock (the
"Shares").  The Shares are authorized for issuance under the Company's 1997
Equity Compensation Plan (the "1997 Plan").

          In connection with this opinion, we have examined the Company's
Certificate of Incorporation and Bylaws, the corporate minute book, the 1997
Plan, and such other records, documents, certificates, memoranda, and other
instruments as we have deemed necessary or appropriate to render the opinion
expressed below.

          Based upon the foregoing examinations and upon the applicable laws, we
are of the opinion that subject to compliance with the applicable state
securities and "blue sky" laws, the Shares, when offered, sold and paid for
pursuant to the exercise of purchase rights granted under the 1997 Plan, will be
duly authorized, validly issued, fully paid and non-assessable.

           We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
                                  Respectfully submitted,



                                  RIORDAN & McKINZIE