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                                                            EXHIBIT 5



                                January 26, 1998

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

     Re:  PhyCor, Inc.
          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 of an aggregate of 3,067,216 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,




                                   /s/ Waller Lansden Dortch & Davis
                                   A Professional Limited Liability Company