EXHIBIT 5

                                January 30, 1995

National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, California 90404

Ladies and Gentlemen:

    I  am the  General Counsel of  National Medical Enterprises,  Inc., a Nevada
corporation (the "Company"),  and in  such capacity  I am  charged with  general
supervisory  responsibilities  for  the legal  affairs  of the  Company  and its
subsidiaries. This opinion is furnished in connection with the preparation of  a
Registration Statement on Form S-4 (the "Registration Statement") to be filed by
the  Company with the  Securities and Exchange  Commission (the "Commission") on
January 30, 1995. The Registration  Statement relates to the registration  under
the  Securities Act of 1933,  as amended (the "Act"),  of 13,342,156 shares (the
"Shares") of the common stock of the Company, par value $0.075 (the "NME  Common
Stock"),  to be issued  in connection with  the Merger (as  defined below). This
opinion is delivered in  connection with the requirements  of Item 601(b)(5)  of
Regulation S-K under the Act.

    The  Shares are  to be issued  in connection  with an Agreement  and Plan of
Merger, dated as of October 10, 1994, by and among the Company, AMH  Acquisition
Co.,  a Delaware corporation  that is a  wholly owned subsidiary  of the Company
("Merger  Subsidiary"),  and  American   Medical  Holdings,  Inc.,  a   Delaware
corporation   ("AMH"),  pursuant  to  which,  among  other  things,  (i)  Merger
Subsidiary will be  merged with and  into AMH  (the "Merger"), with  AMH as  the
surviving  corporation and (ii) each share of  common stock, par value $0.01 per
share, of AMH outstanding at the effective time of the Merger will be  converted
into  the right  to receive (x)  0.42 of  a share of  NME Common  Stock, and (y)
$19.00 in cash  ($19.25 in cash  if the  Merger is consummated  after March  31,
1995).

    In  connection  with this  opinion,  I have  examined  and am  familiar with
originals or copies, certified  or otherwise identified  to my satisfaction,  of
(i)  the  Restated Articles  of  Incorporation and  the  Restated Bylaws  of the
Company, each as amended to date; (ii) copies of certain resolutions adopted  by
the  Company's  Board of  Directors relating  to  the Merger,  including without
limitation, the authorization and issuance of the Shares; (iii) the Registration
Statement (together with the Information Statement and Prospectus forming a part
thereof); and (iv) such  other documents, instruments and  agreements as I  have
deemed necessary or appropriate as a basis for the opinion set forth below.

    In  rendering the opinion set forth  herein, I have assumed the satisfaction
of the following conditions: the issuance by appropriate regulatory agencies  of
all  necessary permits, consents, approvals,  authorizations and orders relating
to the issuance and  sale of the Shares  in their respective jurisdictions;  the
Registration   Statement  being  declared  effective   by  the  Commission;  the
consummation of the Merger and the offering and sale of the Shares in the manner
set forth in the Registration Statement, in accordance with the Merger Agreement
and pursuant to  said permits, consents,  approvals, authorizations and  orders;
the  genuineness  and  authenticity  of  all  signatures  on  original documents
submitted to me; the legal capacity of all natural persons; the authenticity  of
all  documents  submitted to  me as  originals; and  the conformity  to original
documents  of  all  documents  submitted  to  me  as  certified,  conformed   or
photostatic copies.

    Based  on and subject to the foregoing, I  am of the opinion that the Shares
are duly authorized and when the  certificates representing the Shares are  duly
executed,  countersigned, registered and delivered  by the Company in accordance
with the terms  of the  Merger Agreement, such  Shares will  be legally  issued,
fully paid and nonassessable.

    This  opinion is furnished to you solely for your benefit in connection with
the filing of  the Registration  Statement and is  not to  be used,  circulated,
quoted  or otherwise referred to for any  other purpose without my prior written
consent. Notwithstanding the foregoing, I hereby  consent to the filing of  this
opinion  with the Commission as  Exhibit 5 to the  Registration Statement and to
the

reference to  my name  under the  caption "Legal  Matters" in  the  Registration
Statement. In giving such consent, I do not thereby admit that I come within the
category  of persons whose  consent is required  under Section 7  of the Act, as
amended, or the rules and regulations of the Commission thereunder.

                                          Very truly yours,

                                          Scott M. Brown