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                                                                     EXHIBIT 5.1
 
                   [WEIL, GOTSHAL & MANGES LLP LETTERHEAD]
 

   
                                October 21, 1997
    

 



Beverly Enterprises, Inc.
5111 Rogers Avenue -- Suite 40A
Fort Smith, Arkansas 72919-0155
 
New Beverly Holdings, Inc.
5111 Rogers Avenue -- Suite 40A
Fort Smith, Arkansas 72919-0155
 
 
Gentlemen:
 
     We have acted as counsel to Beverly Enterprises, Inc. ("Beverly") and New
Beverly Holdings, Inc. ("New Beverly" and together with Beverly, the
"Companies"), in connection with the preparation, authorization, execution and
delivery of, and the consummation of the transactions contemplated by the
Registration Statement on Form S-4 as filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), relating to the solicitation of consents of the holders of the 9%
Senior Notes due 2006 of Beverly (the "Notes") to the amendment of the
Indenture related to such Notes (the "Indenture") and the guarantees of the
Notes set forth in the Indenture (the "Guarantees") by the entities set forth
in the table of additional co-registrants contained in the Registration
Statement (the "Guarantors" and together with the Companies herein called the
"Issuers"), pursuant to a Supplemental Indenture (the "Supplemental Indentures"
and the Notes as issued under the Indenture as modified by the Supplemental
Indenture being herein called the "Securities").                           

        In connection with such representation, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
following:                                                

        (a)     the Registration Statement;

        (b)     the form of the Securities;

        (c)     the Indenture; and

        (d)     the form of the Supplemental Indenture.
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Beverly Enterprises, Inc.
New Beverly Holdings, Inc.


        The Securities, the Indenture, the Supplemental Indenture and the
Guarantees are hereinafter referred to in this opinion as the "Restructuring
Documents". Capitalized terms defined in herein are used herein as so defined.

        In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of each of the Restructuring
Documents and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Issuers, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.

        In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Issuers and upon the representations and warranties of
the Issuers contained in the Restructuring Documents. We have also assumed (i)
the due incorporation and valid existence of the Issuers, (ii) that each Issuer
has the requisite corporate power and authority to enter into and perform each
of the Restructuring Documents to which it is a party and (iii) the due
authorization, execution and delivery of each of the Restructuring Documents by
each party thereto.

        Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:

        1.      The Securities constitute the legal, valid and binding
obligations of Beverly enforceable against Beverly in accordance with their
terms, and upon their assumption by New Beverly as contemplated by the
Supplemental Indenture, the Securities will constitute the legal, valid and
binding obligation of New Beverly enforceable against New Beverly in
accordance with their respective terms, in each case subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject,
as to enforceability, to general principles of equity, including

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principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity). 

        2.      Each of the Guarantees constitute the legal, valid and binding
obligations of each Guarantor party thereto, enforceable against such Guarantor
in accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at low or in equity).

        The opinions expressed herein are limited to the laws of the State of
New York and the federal laws of the United States, and we express no opinion
as to the effect on the matters covered by this letter of the laws of any
other jurisdiction.

   
        We hereby consent to the use of this letter as an exhibit to
the Registration Statement.  We further consent to any and all references to our
firm in the Prospectus which is a part of said Registration Statement.
    

                                        Very truly yours,


                                        /s/ WEIL, GOTSHAL & MANGES LLP 




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