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                                 EXHIBIT 8.1
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SULLIVAN & CROMWELL
                                           125 Broad Street, New York 10004-2498



                                                                 August 11, 1995


Vencor, Inc.,
  3300 Providian Center,
    4000 West Market Street,
      Louisville, KY 40202.

Ladies and Gentleman:

                 We have acted as special counsel to Vencor, Inc. ("Vencor") in
connection with the Amended and Restated Agreement and Plan of Merger dated as
of April 23, 1995 and as amended and restated as of July 31, 1995 (the "Merger
Agreement") between Vencor and The Hillhaven Corporation ("Hillhaven") which
provides for the merger of Hillhaven with and into Vencor (the "Merger").  We
are rendering this opinion to you, in part, pursuant to Section 8.02(iii) of
the Merger Agreement.  Unless otherwise indicated, capitalized terms used
herein shall have the meanings given to such terms in the Merger Agreement.

                 For purposes of this opinion we have reviewed the Merger
Agreement and such other documents and matters of law and fact as we have
considered necessary or appropriate and we have assumed, with your consent, the
following:

                 (i) The Merger will be completed in the manner set forth in
         the Merger Agreement and the Registration Statement on Form S-4 of
         Vencor, including the Proxy Statement/Prospectus of Hillhaven and
         Vencor.
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Vencor, Inc.                                                                -2-




                (ii)  The representations made to us by Vencor in a letter
        dated August 11, 1995, the representations made to us by Hillhaven in a
        letter dated August 11, 1995, the representations made to us by Tenet
        Healthcare Corporation in a letter dated August 11, 1995, the 
        representations made to us by Thomas E. Phillipe, Sr. (in both his
        individual capacity and as trustee of various trusts) in letters dated 
        August 11, 1995 and the representations made to us by Thomas E.
        Phillipe, Jr. in a letter dated August 11, 1995, will be true and 
        complete at the Effective Time.
                (iii) The Merger will qualify as a merger under the laws of the
        State of Delaware and the state of Nevada.
        This opinion is based upon the Internal Revenue Code of 1986, as
amended, United States Treasury Regulations, judicial decisions and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof.
                On the basis of the foregoing, we hereby confirm to you our
opinion set forth under the heading "Certain Federal Income Tax Consequences of
the Merger" in the Proxy Statement filed August 11, 1995 by Vencor with the
Securities and Exchange Commission, relating to the Merger.
                We hereby consent to the reference to us under the heading
"Certain Federal Income Tax Consequences of the Merger" in the Proxy Statement
and to the filing of this opinion as an exhibit to the Registration Statement. 
In giving this consent, we do not hereby admit that we are within the category
of persons whose consent is required 


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Vencor, Inc.                                                               -3-



under Section 7 of the Securities Act of 1933 or the rules and regulations
promulgated thereunder.

                                                       Very truly yours,


                                                       /s/ Sullivan & Cromwell