EXHIBIT 5


                                                                 January 7, 2000


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

Ladies and Gentlemen:

I am an Executive Vice President, General Counsel and Secretary of Laboratory
Corporation of America Holdings, and I offer this opinion in connection with
the filing of a Registration Statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended, relating to 3,200,000 shares
of common stock, par value $0.01 per share (the "Common Stock"), deliverable in
accordance with the Laboratory Corporation of America Holdings 1999 Stock
Incentive Plan as referred to in such Form S-8 (the "Plan").

I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments relating to the adoption and amendment of the
Plan as I have deemed necessary or advisable for the purposes of this opinion.

Upon the basis of the foregoing, I am of the opinion that the Common Stock
deliverable pursuant to the Plan, when delivered in accordance with the Plan
will be duly authorized, validly issued, fully paid and nonassessable.

I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                                   Very truly yours,


                                                   /s/ Bradford T. Smith, Esq.
                                                   Executive Vice President,
                                                   General Counsel and Secretary


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