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                                 EXHIBIT 5.1




                      OPINION OF JOHN W. MACKENZIE, ESQ.

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                                December 5, 1997




Beverly Enterprises, Inc.
5111 Rogers Avenue, Suite 40-A
Fort Smith, Arkansas  72919


Ladies and Gentlemen:

         I am the Deputy General Counsel of Beverly Enterprises, Inc. (formerly
"New Beverly Holdings, 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 December
5, 1997 under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") for the purpose of
registering (i) 10,000,000 shares of Common Stock, par value $.10 per share
(the "Shares") of the Company, presently reserved for issuance under the New
Beverly Holdings, Inc. 1997 Long-Term Incentive Plan (the "Plan"), (ii)
additional Shares that become available under the Plan in connection with
certain changes in the number of outstanding Shares because of events such as
recapitalization, stock dividends and stock splits, and (iii) 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 present
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,
                                        
                                        
                                        
                                        John W. MacKenzie
                                        Deputy General Counsel and
                                        Assistant Secretary