EXHIBIT 5.1
 
                                                                 August 16, 1996
 
Paracelsus Healthcare Corporation
155 North Lake Avenue, Suite 1100
Pasadena, California 91101
 
                             Re:  Paracelsus Healthcare Corporation
                                 Registration Statement on Form S-8
              ------------------------------------------------------------------
 
Ladies and Gentlemen:
 
    At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") that you intend to file with the Securities and
Exchange Commission (the "Commission") in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of 8,749,933
shares (the "Shares") of common stock, no stated value per share (the "Common
Stock"), of Paracelsus Healthcare Corporation, a California corporation (the
"Company"), issuable by the Company under the Paracelsus Healthcare Corporation
1996 Stock Incentive Plan (the "Plan").
 
    In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) an executed copy of the Plan, (ii) the Restated Articles of Incorporation of
the Company as in effect on the date hereof, (iii) the Amended and Restated
Bylaws of the Company, as in effect on the date hereof, (iv) certain resolutions
of the Board of Directors of the Company relating to, among other things, the
Shares, the Plan and the Registration Statement, (v) a specimen of the
certificate representing the Common Stock and (vi) such other documents,
certificates and records as we have considered necessary or appropriate for
purposes of this opinion. In our examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic copies
and the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinion expressed
herein, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
 
    Members of our firm are admitted to the Bar in the State of California and
we do not express any opinion as to the laws of any other jurisdiction.
 
    Based upon and subject to the foregoing, and assuming (i) the valid issuance
of options and other awards pursuant to the Plan and (ii) the conformity of the
certificates representing the Shares to the form thereof examined by us and the
due execution and countersignature of such certificates, we are of the opinion
that the Shares, when issued upon exercise of options or in connection with
other awards in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
 
    We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of the rules and regulations of the
Commission.
 
                                    Very truly yours,
                                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM