September ___, 1997
 
Physicians Care for Connecticut, Inc. 
1520 Highland Avenue 
Cheshire, CT 06410
 
Gentlemen:
 
    This firm has been retained by Physicians Care for Connecticut, Inc. (the 
"Corporation") to act as special counsel for the purposes of rendering 
certain opinions in connection with the filing by the Corporation of a Form 
SB-2 with the United States Securities and Exchange Commission, a copy of 
which is attached hereto as Schedule A (the "Form SB-2"). In such capacity, 
we have examined executed copies or counterparts of (i) the Certificate of 
Incorporation of the Corporation filed in the Office of the Secretary of 
State of the State of Connecticut on November 12, 1996, a copy of which is 
attached hereto as Schedule B (the "Certificate of Incorporation"), (ii) the 
By-Laws of the Corporation, and (iii) such other corporate documents and 
records and other certificates and instruments as we hereinafter set forth. 
We have also made such examinations of the general corporate laws of the 
State of Connecticut as we have deemed appropriate or necessary in order to 
form the basis for the opinions hereinafter set forth.
 
    With respect to all such agreements, instruments and documents examined 
by us, we have assumed the genuineness of all signatures thereon, the 
authenticity of such of the same as are purported to be originals, and 
conformity to originals of such of the same as are purported to be copies.
 
    We have also assumed that the transaction described in the Form SB-2 and 
the Form SB-2 itself comply with all federal and state laws, rules and 
regulations applicable thereto, and we neither express nor intend any opinion 
as to such matters or as to any matter arising under any federal and/or state 
securities laws, rules or regulation.
 
    Based upon the foregoing, as well as such other considerations as are 
hereinafter expressly set forth, we are of the opinion that:


Physicians Care for Connecticut, Inc.
September __, 1997
Page 2

    1.  The Corporation is a corporation duly organized and validly existing 
under the laws of the State of Connecticut.
 
    2.  Based solely upon a review of the Certificate of Incorporation, the 
authorized capital stock of the Corporation is as follows: 

        (a) 10,000 shares of Class A Common Stock, no par value; 

        (b) 10,000 shares of Class B Common Stock no par value; and 

        (c) 100 shares of Class C Common Stock, no par value.
 
    3.  If and when issued and sold in the manner described in the Form SB-2, 
the shares of Common Stock offered by the Corporation pursuant to the Form 
SB-2 will be duly authorized, validly issued, fully paid and nonassessable. * 

                                 * * * * *
 
    No opinion is hereby expressed or intended as to the laws, or as to any 
other legal matters arising under the laws, of any jurisdiction other than 
the general corporate laws of the State of Connecticut.
 
    This opinion has been issued for your benefit and may not be relied upon 
by nor copies delivered to any other party without our prior written consent.
 
                                 Very truly yours, 
                                 FABIANI & KONE, P.C.
 
                                 By: __________________________
                                     Its President