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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)
$14,000,000 of obligations which represent unsecured obligations of the Company
to pay deferred compensation in the future (the "Obligations") in accordance
with the terms of the Beverly Enterprises, Inc. Executive Deferred Compensation
Plan (the "Plan") and (ii) an indeterminate number of shares of Common Stock of
the Company as may be issuable upon payment of the Obligations, including such
shares as may be issuable as a result of stock splits, stock dividends or
similar transactions. 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, (i) the Obligations will be valid
and binding obligations of the Company, enforceable in accordance with their
terms and (ii) the shares of Common Stock issuable under the Plan, when
delivered and paid for in accordance with the Plan, will be validly issued,
fully paid, and nonassessable. With respect to clause (i) of the preceding
sentence, the enforceability of the Obligations is limited by and subject to (a)
general principles of equity (regardless of whether considered and applied in a
proceeding in equity or at law) and (b) applicable bankruptcy, insolvency,
liquidation, moratorium, conservatorship, receivership, reorganization, or
similar laws (including without limitation statutory or other laws regarding
fraudulent transfers or conveyances or preferential transfers), and court
decisions of general application affecting the rights of creditors generally.

         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 
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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.

         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




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