Exhibit 5.1

                           GOODWIN, PROCTER & HOAR LLP
                                COUNSELORS AT LAW
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881


                                                          May 14, 1997


Sheridan Healthcare, Inc.
4651 Sheridan Street, Suite 400
Hollywood, Florida  33021

Ladies and Gentlemen:

        This  opinion is  furnished  in  connection  with the filing by Sheridan
Healthcare,  Inc., a Delaware  corporation (the "Company"),  with the Securities
and  Exchange  Commission  under the  Securities  Act of 1933,  as amended  (the
"Act"), of a Registration  Statement on Form S-3 (the "Registration  Statement")
relating to 289,596  shares of Common Stock,  par value $.01 per share  ("Common
Stock"), of the Company (the "Registered Shares").

        In  connection  with  rendering  this  opinion,  we  have  examined  the
Certificate  of  Incorporation  and By-Laws of the  Company,  each as amended to
date;  such  records of the  corporate  proceedings  of the Company as we deemed
material;  and such other  certificates,  receipts,  records and documents as we
considered  necessary for the purposes of this opinion.  In our examination,  we
have assumed the  genuineness of all  signatures,  the legal capacity of natural
persons,  the  authenticity  of  all  documents  submitted  to us as  certified,
photostatic  or facsimile  copies,  the  authenticity  of the  originals of such
copies and the authenticity of telephonic  confirmations of public officials and
others. As to facts material to our opinion, we have relied upon certificates or
telephonic  confirmations  of  public  officials  and  certificates,  documents,
statements and other information of the Company or  representatives  or officers
thereof.

        We  are  attorneys   admitted  to  practice  in  The   Commonwealth   of
Massachusetts.  We express no opinion  concerning the laws of any  jurisdictions
other than the laws of the  United  States of America  and The  Commonwealth  of
Massachusetts and the Delaware General Corporation Law.

        Based upon the  foregoing,  we are of the  opinion  that the  Registered
Shares have been validly issued and are fully paid and nonassessable.

        The foregoing assumes that all requisite steps were taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the reference to us with respect to this opinion
under the  heading  "Legal  Matters" in the  Prospectus  which is a part of such
Registration Statement.

                                Very truly yours

                           GOODWIN, PROCTER & HOAR LLP

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