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                                                                      EXHIBIT 5





                               October 29, 1996

Continucare Corporation
100 Southeast Second Street
Miami, Florida  33131

         Re:     Post Effective Amendment No. 1 to Registration Statement on
                 Form SB-2 on Form S-3

Ladies and Gentlemen:

         On the date hereof, Continucare Corporation, a Florida corporation
(the "Company"), sent for filing with the Securities and Exchange Commission a
Registration Statement on Form S-3 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act").  The Registration Statement
relates to the sale by the Company of up to 920,000 shares (the "Shares") of 
the Company's Common Stock, par value $.0001 per share (the "Common Stock"), 
upon the exercise of certain of the Company's Series A Warrants (the 
"Warrants").  We have acted as special counsel to the Company in connection 
with the preparation and filing of the Registration Statement.  Defined terms 
used herein shall have the meanings attributed thereto in the Registration 
Statement.

         In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Articles of Incorporation
and the Bylaws of the Company; (ii) actions of the Board of Directors of the
Company authorizing the offering and the preparation of the Registration
Statement and related matters; (iii) the Registration Statement and exhibits
thereto; and (iv) such other documents and instruments as we have deemed
necessary for the expression of opinions herein contained.  In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies.  As to various questions of fact material to this
opinion, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.

         Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 920,000 shares of authorized and
unissued Common Stock from which the 

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Continucare Corporation
October 29, 1996
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920,000 shares of Common Stock proposed to be sold pursuant to the exercise of
the currently issued and outstanding Warrants by the holders thereof.  In 
addition, assuming that the Company maintains an adequate number of authorized 
but unissued shares of Common Stock available for issuance to those persons who
exercise their Warrants, and that the consideration for the underlying shares 
of Common Stock issued pursuant to the Warrants is actually received by the 
Company, we are of the opinion that the Shares issued pursuant to the exercise
of the Warrants will be duly authorized and validly issued, fully paid and 
nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.  In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Commission thereunder.

                                            Sincerely,
                                            
                                            
                                            GREENBERG, TRAURIG, HOFFMAN,
                                            LIPOFF, ROSEN & QUENTEL, P.A.