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                           [BRYAN CAVE LLP LETTERHEAD]
                               _____________, 2000


Quality Care Solutions, Inc.
5030 East Sunrise Drive
Phoenix, Arizona  85044


         Re:      Public Offering pursuant to Registration Statement on Form S-1
                  Filing No.


Ladies and Gentlemen:

         We have acted as counsel for Quality Care Solutions, Inc., a Nevada
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of __________ shares ("Shares")
of the common stock of the Company, $.001 par value per share, of which
__________ Shares are being issued by the Company and __________ Shares reserved
to cover the underwriters' over-allotment option. The Shares are proposed to be
sold on the terms and conditions to be set forth in an underwriting agreement,
by and among the Company, Salomon Smith Barney, Warburg Dillon Read LLC and CIBC
World Markets as representatives of the several underwriters named therein (the
"Underwriting Agreement").

         We have examined the originals, or certified, conformed or reproduction
copies of such corporate records, agreements, instruments, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this opinion. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity of the originals of all documents submitted to us as copies.
As to various questions of fact relevant to such opinion, we have relied upon,
and assumed the accuracy of, certificates and oral or written statements and
other information of or from public officials, officers or representatives of
the Company and others.

         Based on such examination, we are of the opinion that:

                  1. The Company has been duly incorporated and is in good
standing under the laws of the State of Nevada.
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Quality Care Solutions, Inc.
_________________, 2000
Page 2

                  2. When the registration statement (the "Registration
Statement") on Form S-1 (File No. ) relating to the Shares has become effective
under the Act and the sale of the Shares has been consummated pursuant to the
Underwriting Agreement, the Shares will be duly authorized, validly issued, full
paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.

                                                     Very truly yours,



                                                     BRYAN CAVE LLP

/shw