Exhibit 5.1

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


                                August 8, 1997


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

Ladies and Gentlemen:

     This opinion is furnished in connection with the registration,  pursuant to
the  Securities  Act of 1933,  as amended  (the "Act"),  of 1,350,000  shares of
Common Stock, par value $.01 per share (the "Shares"),  of Sheridan  Healthcare,
Inc., a Delaware corporation (the "Company").

     In connection with rendering this opinion, we have examined the Certificate
of  Incorporation  and ByLaws of the  Company,  each as  amended  to date;  such
records of the corporate  proceedings  of the Company as we deemed  material;  a
registration  statement  on Form S-8 under the Act  relating  to the Shares (the
"Registration   Statement")   and  the   prospectus   contained   therein   (the
"Prospectus");  the Sheridan Healthcare,  Inc. Second Amended and Restated Stock
Option Plan; 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 General Corporation Law of the State of Delaware.

     Based upon the  foregoing,  we are of the opinion that when the Shares have
been issued and paid for in  accordance  with the terms of the  Prospectus,  the
Shares will be validly  issued,  fully paid and  nonassessable  shares of Common
Stock.

     The foregoing assumes that all requisite steps will be 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.

                                Very truly yours

                         /s/ GOODWIN, PROCTER & HOAR LLP

                           GOODWIN, PROCTER & HOAR LLP



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