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                                                                      EXHIBIT 5 



                                January 27, 1998


PhyCor, Inc.
30 Burton Hills Boulevard
Suite 400
Nashville, Tennessee 37215

             Re:   Registration Statement on Form S-4
                   ----------------------------------

Ladies and Gentlemen:

             We have acted as counsel to PhyCor, Inc., a Tennessee corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 2,549,000 shares of the Company's Common
Stock, no par value per share (the "Shares"), pursuant to a Registration
Statement on Form S-4 (the "Registration Statement").  We have examined and
relied upon such records, documents and other instruments as in our judgment are
necessary and appropriate in order to express the opinions hereinafter set
forth, and have assumed the genuineness of all signatures, 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.

             Based upon the foregoing, we are of the opinion that the Shares,
when issued and delivered in the manner and on the terms described in the
Registration Statement (after the Registration Statement is declared
effective), will be duly authorized, validly issued, fully paid and
non-assessable.

             We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and further consent to the reference to this firm
under the caption "Legal Matters" in the Prospectus.


                                       Very truly yours,



                                       Waller Lansden Dortch & Davis,
                                       A Professional Limited Liability Company