Exhibit 5

                                  July 10, 1997



The Board of Directors
Integrated Health Services, Inc.
10065 Red Run Boulevard
Owings Mills, Maryland  21117

Dear Sirs:

         I refer to the  Registration  Statement on Form S-3 (the  "Registration
Statement") to be filed with the Securities  and Exchange  Commission  under the
Securities Act of 1933, as amended (the "Act"),  on behalf of Integrated  Health
Services,  Inc. (the  "Company"),  relating to 1,091,455 shares of the Company's
Common  Stock,  $.001 par value (the  "Shares"),  to be sold by certain  Selling
Stockholders named therein.

         I am Executive  Vice President and General  Counsel of the Company.  As
counsel for the Company, I have examined such corporate  records,  documents and
such  questions of law as I have  considered  necessary or  appropriate  for the
purposes of this opinion  and,  upon the basis of such  examination,  advise you
that in my opinion the Shares to be sold by the Selling  Stockholders  have been
duly  and  validly   authorized   and  are  legally   issued,   fully  paid  and
non-assessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement and to the reference to my name under the heading "Legal
Matters" in the Registration  Statement.  This consent is not to be construed as
an admission  that I am a person whose  consent is required to be filed with the
Registration Statement under the provisions of the Act.

                                                    Very truly yours,

                                                    /s/ Marshall A. Elkins

                                                    Marshall A. Elkins
                                                    Executive Vice President and
                                                    General Counsel