EXHIBIT 5

                     [Letterhead of Davis Polk & Wardwell]




				       September 26, 1995


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

Dear Sirs:

         We have acted as special counsel for Laboratory Corporation of
America Holdings (the "Corporation") in connection with its Registration
Statement on Form S-8 (the "Registration Statement") to register under the
Securities Act of 1933, as amended, 25,000 shares (the "Shares") of common
stock, par value $0.01 per share, of the Corporation issuable pursuant to the
1995 Stock Plan for Non-Employee Directors (the "Plan") of the Corporation.
In connection therewith, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purpose of this opinion.

         Upon the basis of the foregoing, we are of the opinion that the
Shares deliverable pursuant to the Plan have been duly authorized and, when
and to the extent issued pursuant to the Plan, will be validly issued, fully
paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                       Very truly yours,




                                       /s/ Davis Polk & Wardwell