April 15th 1 9 9 7 (213) 669-6000 253,682-25 LA1-730926 Talbert Medical Management Holdings Corporation 3540 Howard Way Costa Mesa, California 92626-1417 Ladies and Gentlemen: At your request, we have examined Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-17679), (the "Registration Statement"), to be filed by Talbert Medical Management Holdings Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") for purposes of registering 2,772,000 Rights (the "Rights") to purchase Common Stock, $.01 par value (the "Common Stock") of the Company and 2,772,000 shares of Common Stock, issuable upon exercise of the Rights under the Securities Act of 1933 (the "Act"). We are familiar with the proceedings heretofore taken by the Company in connection with the authorization and proposed issuance of the Rights and the Common Stock pursuant to the "Offering" (as defined in the Registration Statement). Subject to the payment for and delivery of the certificates for the Rights and Common Stock, in the form reviewed and contemplated by us, and the countersigning of the certificates by a duly authorized signatory of the registrar for the Rights and Common Stock, it is our opinion that upon the issuance of the Rights in connection with the Offering in the manner referred to in the Registration Statement, the Rights will be legally and validly issued securities of the Company and the Page 2 - April 15, 1997 shares of Common Stock to be issued upon exercise of the Rights when so issued and delivered in the manner referred to in the Registration Statement, will be duly authorized by all necessary corporate action on the part of the Company, validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm name under the heading "LEGAL MATTERS" in the Prospectus constituting part of the Registration Statement. Respectfully submitted, O'Melveny & Myers LLP