EXHIBIT 5

                                                   November 7, 1997

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

Ladies and Gentlemen:

               We are acting as special counsel for Laboratory Corporation of
America Holdings 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 300,000 shares of common stock, par value $0.01 per
share (the "Common Stock"), deliverable in accordance with the Laboratory
Corporation of America Holdings 1995 Stock Plan for Non-Employee Directors as
referred to in such Form S-8 (the "Plan").

               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 relating to the
adoption and amendment of the Plan as we have deemed necessary or advisable
for the purposes of this opinion.

               Upon the basis of the foregoing, we are 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.

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

                                               Very truly yours,


                                               /s/ Davis Polk & Wardwell