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                                                                     EXHIBIT 5.1

                      OPINION OF JOHN W. MACKENZIE, ESQ.



                                January 31, 2001

Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas  72919


Ladies and Gentlemen:

         I am the Deputy General Counsel of Beverly Enterprises, Inc., a
Delaware corporation (the "Company"), and have acted as counsel for the Company
in connection with the proposed filing with the Securities and Exchange
Commission expected to be made on or about January 31, 2001 under the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering 1,174,500 shares of
Common Stock, par value $.10 per share (the "Shares") of the Company, for
issuance under the Beverly Enterprises, Inc. Stock Grant Plan (the "Plan"), and
(ii) any other securities with respect to which the outstanding Shares are
converted or exchanged. In such capacity, I have examined the Certificate of
Incorporation and By-Laws of the Company (as amended), the Plan, and such other
documents of the Company as I have deemed necessary or appropriate for the
purposes of the opinions expressed herein.

         Based upon the foregoing, I advise you that, in my opinion, when issued
in accordance with the provisions of the Plan, the Shares issuable under the
Plan, when delivered and paid for in accordance with the Plan, will be validly
issued, fully paid, and nonassessable.

         I am licensed to practice law in the Commonwealth of Kentucky. As I am
generally familiar with the Delaware General Corporation Law, however, I did not
consider obtaining special Delaware counsel to be necessary to render the
opinions expressed herein. Accordingly, this opinion letter is based on my
general knowledge and experience and not based on the advice or opinion of
counsel licensed to practice law in the State of Delaware. This opinion letter
is limited to the effect of the Delaware General Corporation Law and federal
laws of the United States.

         This opinion letter and the matters addressed in this letter are as of
the date of this letter. I hereby disclaim any obligation to advise you of any
change in any matter set forth in this letter occurring after such date. This
opinion letter is limited to the matters stated in this letter and no opinion is
implied or may be inferred beyond the opinions expressly stated herein.


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         This opinion letter is solely for your benefit and no other person may
rely upon the opinions expressed herein. Without my prior written consent, this
letter may not be quoted in whole or in part or otherwise referred to in any
document and may not be furnished to any other person. I hereby consent to the
inclusion of this letter as an exhibit to the Registration Statement.

                                        Very truly yours,


                                        /s/ JOHN W. MACKENZIE
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                                        John W. MacKenzie
                                        Deputy General Counsel and
                                        Assistant Secretary