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