EXHIBIT 5.1

                                          August 7, 2002

Board of Directors
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215

Dear Sirs:

      I am acting as counsel to Laboratory Corporation of America Holdings, a
Delaware corporation (the "Company"), in connection with the preparation,
execution, filing and processing with the Securities and Exchange Commission
(the "Commission"), pursuant to the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the issuance and sale of up to 297,013 shares (the "Shares") of
common stock, par value $.10 per share (the "Common Stock"), reserved for
issuance under the Dynacare Inc. Employee Stock Option Plan (the "Plan"). This
opinion is furnished to you for filing with the Commission pursuant to Item
601(b)(5) of Regulation S-K promulgated under the Act.

      In my representation of the Company, I have examined the Registration
Statement, the Plan, the Company's Amended and Restated Certificate of
Incorporation and By-Laws, as amended to date, certain actions of the
Company's Board of Directors recorded in the Company's minute book, the form
of certificate evidencing the Shares and such other documents as I have
considered necessary for purposes of rendering the opinion expressed below.

      Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized for issuance and, subject to the issuance of such Shares in
accordance with the provisions of the Plan, the Shares, when issued, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.

     The opinions expressed herein are limited to the laws of the State of
North Carolina, the Delaware General Corporation Law, the applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws and the Act. I am a member of the Bar of the State
of New Jersey and, although I am not a member of the Bar of the State of
Delaware or the Bar of the State of North Carolina, I have made such
examination of the laws and regulations of the State of Delaware and of the
State of North Carolina as I have deemed necessary to make the opinions set
forth herein.

     I hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission promulgated thereunder.

                                         Very truly yours,

                                         /s/ Bradford T. Smith

                                         Bradford T. Smith
                                         Executive Vice President, Chief Legal
                                         Counsel and Secretary