EXHIBIT 5.1 LAW OFFICES NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 400 COLONY SQUARE, SUITE 2200 1201 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30361 TELEPHONE (404) 817-6000 TELECOPIER (404) 817-6050 OTHER OFFICES: Charleston, South Carolina Charlotte, North Carolina Columbia, South Carolina Florence, South Carolina Greenville, South Carolina Myrtle Beach, South Carolina November 1, 1996 Kinark Corporation 7060 South Yale Avenue Tulsa, Oklahoma 74136 Ladies and Gentlemen: We have acted as counsel to Kinark Corporation, a Delaware corporation (the "Company"), in connection with (i) the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), covering the offering of up to 800,000 shares (the "Shares") of the Company's common stock, $.10 par value per share, which may be issued by the Company upon the exercise of stock options and stock appreciation rights under its 1996 Stock Option Plan and (ii) the preparation of a prospectus under Section 10(a) under the Securities Act (the "Prospectus") which forms a part of the Registration Statement. In connection therewith, we have examined such corporate records, certificates of public officials and other documents and records as we have considered necessary or proper for the purpose of this opinion. This opinion is limited by and is in accordance with the January 1, 1992, edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia. Based on the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Prospectus forming a part of the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Nelson Mullins Riley & Scarborough, L.L.P. /s/ Nelson Mullins Riley & Scarborough, L.L.P.