1
 
                                                                       EXHIBIT 5
 
                               December 29, 1995
 
CyCare Systems, Inc.
7001 North Scottsdale Road, Suite 1000
Scottsdale, Arizona 85253-3644
 
     RE:  REGISTRATION STATEMENT ON FORM S-3
 
Ladies and Gentlemen:
 
     In connection with the Registration Statement on Form S-3, including
amendments and exhibits thereto (the "Registration Statement") and any
registration statement registering additional Common Stock pursuant to Rule
462(b) of the Securities Act of 1933, as amended, that relates to the
Registration Statement (the "Rule 462(b) Registration Statement"), for the
proposed offer and sale of up to 21,430 shares of Common Stock (the "Shares") of
CyCare Systems, Inc. (the "Company"), by Mr. Richard D. Jugel, it is our opinion
that the Shares are validly issued, fully paid, and nonassessable.
 
     In rendering this opinion, we have examined the Restated Certificate of
Incorporation, as amended, and the Bylaws, as amended, of the Company, the
Certificate of Merger of Richard D. Jugel and Company into CyCare Systems, Inc.
(the "Certificate of Merger"), the proceedings of the Board of Directors of the
Company authorizing the Certificate of Merger, and such other documents and
records of the Company as we have deemed necessary. In addition, we have assumed
the following:
 
     (i) the genuineness of all signatures and the authenticity of documents
submitted to us as originals, and the conformity to originals of all documents
submitted to us as copies;
 
     (ii) the accuracy, completeness, and genuineness of all representations and
certifications, with respect to factual matters, made to us by officers of the
Company and public officials; and
 
     (iii) the accuracy and completeness of Company records.
 
     The opinions expressed herein are based upon the law and other matters in
effect on the date hereof, and we assume no obligation to revise or supplement
this opinion should such law be changed by legislative action, judicial
decision, or otherwise, or should any facts or other matters upon which we have
relied be changed.
 
     This opinion is intended solely for the use of the Company in connection
with the registration of the Shares. It may not be relied upon by any other
person or for any other purpose, or reproduced or filed publicly by any person
without the prior written consent of this firm; provided, however, consent is
hereby given to the use of this opinion as part of the Registration Statement
and the Rule 462(b) Registration Statement, if applicable, and to the use of our
name wherever it appears in said Registration Statement and the Rule 462(b)
Registration Statement, if applicable.
 
                                          Very truly yours,
 
                                          SNELL & WILMER L.L.P.