EXHIBIT 5.1







                            WILLKIE FARR & GALLAGHER
                               787 Seventh Avenue
                             New York, NY 10019-6099

April 29, 2002

Medical Staffing Network Holdings, Inc.
901 Yamato Road, Suite 110
Boca Raton, FL  33431

Ladies and Gentlemen:

We have acted as counsel to Medical Staffing Network Holdings, Inc. (the
"Company"), a corporation organized under the laws of the State of Delaware,
with respect to the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on or about May 1, 2002, in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), by the Company of an
aggregate of 2,539,975 shares (the "Company Shares") of the Company's common
stock, par value $0.01 per share, issuable under the Amended and Restated Stock
Option Plan of MSN Holdings, Inc. and the MSN Holdings, Inc. 2001 Stock
Incentive Plan (collectively, the "Plans").

We have examined copies of the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, the Registration Statement and all resolutions
adopted by the Company's Board of Directors. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinion hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company.

Based on the foregoing, we are of the opinion that, when the Registration
Statement has become effective under the Act, the Company Shares to be newly
issued, when duly issued, sold and paid for in accordance with the terms of the
Plan, will be legally issued, fully paid and non-assessable.

This opinion is limited to the General Corporation Law of the State of Delaware
and the federal laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.

Very truly yours,

/s/ Willkie Farr & Gallagher