Exh-5.1


                                   August 23, 1996


Regency Health Services, Inc.
2742 Dow Avenue
Tustin, California  92780-7245

         Re:  12 1/4% SUBORDINATED NOTES DUE 2003

Gentlemen:

         We refer to the Registration Statement on Form S-4 (the "Registration
Statement") being filed by Regency Health Services, Inc. (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of $50,000,000
principal amount of the Company's 12 1/4% Subordinated Notes due 2003 (the
"Exchange Notes ").  The Exchange Notes are to be issued under an Indenture
dated as of June 28, 1996 (the "Indenture") between the Company and U.S. Trust
Company of California, N.A., as trustee (the "Trustee"), and certain
subsidiaries of the Company named therein as subsidiary guarantors.

         We are familiar with the proceedings to date with respect to the
proposed issuance and exchange of the Exchange Notes  for the Company's 12 1/4%
Subordinated Notes due 2003 (the "Outstanding Notes"), and have examined such
records, documents and questions of law, and satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion.

         Based on the foregoing, we are of the opinion that, when (i) the
Registration Statement, as it may be amended, becomes effective under the
Securities Act and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended; and (ii) the Exchange Notes are duly executed and
authenticated as provided in the Indenture and have been duly delivered to the
holders of Outstanding Notes who have duly tendered their Outstanding Notes for
exchange, the Exchange Notes will be legally issued and binding obligations of
the Company (except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws affecting the enforcement of creditors' rights generally and by the
effect of general principles of equity, regardless of whether enforceability is
considered in a proceeding in equity or at law).




Regency Health Services, Inc.
Augsut 23, 1996
Page 2


         We consent to the filing of this opinion letter with the Registration
Statement and the reference to our fimr under the caption "Legal Matters" in the
Registration Statement.

         Subject to the foregoing sentence, this opinion letter is solely for
your benefit and may not be relied upon by, nor may copies be delivered to, any
other person without our prior written consent.  In giving our consent, we do
not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.  The opinions contained herein are given as of the
date hereof and we assume no obligation to advise you of any change that may
hereafter be brought to our attention.


                                  Very truly yours,


                                  /s/ SIDLEY & AUSTIN
                                  -------------------------------
                                  SIDLEY & AUSTIN