EXHIBIT 5.1


            [LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON]



                                                November 16, 2001


AMN Healthcare Services
12235 El Camino Real
Suite 200
San Diego, California  92130

Ladies and Gentlemen:

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of AMN Healthcare Services, Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") in accordance with the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations under the Act (the "Rules"), we have
been requested by the Company to furnish our opinion as to the legality of up to
7,710,936 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"), registered for issuance under the Registration Statement. Of the
Shares, 3,688,617 are reserved for issuance under (i) the Company's 1999
Performance Stock Option Plan, (ii) 1,844,306 under the Company's 1999
Super-Performance Stock Option Plan and (iii) 2,178,013 under the Company's 2001
Stock Option Plan (collectively, the "Plans").

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"): (i) the Registration Statement, (ii)
the Amended and Restated Certificate of Incorporation of the Company (the
"Charter"), (iii) the By-laws of the Company, (iv) the Plans, (v) the stock
option agreements provided to us by the Company and entered into by the Company
relating to the Shares (the "Stock Option Agreements") and (v) those corporate
records, agreements and other instruments of the Company, and all other
certificates, agreements and documents, that we have considered relevant and
necessary as a basis for the opinion expressed in this letter.



         In our examination of the Documents, we have assumed, without
independent investigation: (a) the genuineness of all signatures, (b) the
enforceability of the Documents against each party to them, (c) the legal
capacity of all individuals who have executed any of the Documents, (d) the
authenticity of all documents submitted to us as originals, (e) the conformity
to original documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, (f) the authenticity of all these latter documents (including,
without limitation, that there has been no oral or written modification or
waiver to any of the documents reviewed) and (g) that the Shares will not be
issued or transferred in violation of any restriction or limitation contained in
the Charter. As to certain matters of fact (both express and implied), we have
relied on representations, statements or certificates of officers of the
Company.

         Based upon the above, and subject to the stated assumptions, we are of
the opinion that, when issued in accordance with the terms of each of the Plans
and the Stock Option Agreements, the Shares will be duly authorized, validly
issued, fully paid and non-assessable.

         Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware. Please be advised that no member of this firm is
admitted to practice in the State of Delaware. Our opinion is rendered only with
respect to the laws and the rules, regulations and orders under them, which are
currently in effect.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus to be distributed to participating employees as
required by Rule 428(b)(1) under the Act. In giving this consent, we do not
agree or admit that we come within the category of persons whose consent is
required by the Act or the Rules.


                                           Very truly yours,


                             /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON