November 7, 1996



CRA Managed Care, Inc.
312 Union Wharf
Boston, MA  02109

Ladies and Gentlemen:

     We have acted as counsel to CRA Managed Care, Inc., a Massachusetts 
corporation (the "Company"), in connection with proceedings being taken to 
register under the Securities Act of 1933, as amended, of up to 2,300,000 
shares of the Company's Common Stock, $.01 par value per share (the "Common 
Stock") pursuant to a Registration Statement on Form S-3 (the "Registration 
Statement").  Of the Common Stock being registered, up to 800,000 shares are 
being offered by the Company and 1,500,000 shares are being offered by 
certain selling stockholders  (the "Selling Stockholders").

     As such counsel, we have examined (i) certain corporate records of the 
Company, including its Articles of Organization, its By-laws, stock records 
and records of the meetings of its Incorporator, Board of Directors and 
Stockholders; (ii) a Certificate of the Secretary of the Commonwealth of 
Massachusetts as to the legal existence of the Company; and (iii) such other 
documents as we have deemed necessary as a basis for the opinions hereinafter 
expressed.

     Based upon the foregoing, and having regard for such legal 
considerations as we deem relevant, we are of the opinion that:

     1.   The Company is a corporation duly organized and validly existing 
          under the laws of the Commonwealth of Massachusetts.

     2.   The Company is authorized to issue 40,000,000 shares of Common 
          Stock, par value $.01 per share.

     3.   When issued and sold under the circumstances contemplated in the 
          Registration Statement, the 800,000 shares of Common Stock offered by
          the Company will be duly authorized, validly issued, fully paid and
           nonassessable.



CRA Managed Care, Inc.
November 7, 1996
Page 2

     4.   When sold under circumstances contemplated in the Registration 
          Statement, the 1,500,000 shares of Common Stock offered by the
          Selling Stockholders will be duly authorized, validly issued, fully
          paid and nonassessable.

     We hereby consent to the filing of this opinion as an Exhibit to the 
Registration Statement and to the references to us under the caption "Legal 
Matters" in the Prospectus forming a part of the Registration Statement.


                         Very truly yours,


                         HUTCHINS, WHEELER & DITTMAR
                            A Professional Corporation

JW/WBD



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