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

Dear Sirs: 


     We  refer to the  Registration  Statement  on Form  S-3 (the  "Registration
Statement"), filed by Integrated Health Services, Inc. (the "Company") on behalf
of certain selling stockholders (the "Selling Stockholders") with the Securities
and Exchange  Commission under the Securities Act of 1933, as amended,  relating
to 1,813,434 shares of Common Stock,  $.001 par value (the "Shares"),  including
750,000 shares of Common Stock issuable upon exercise of a warrant (the "Warrant
Shares"), to be sold by the Selling Stockholders named therein.

     As counsel  for the  Company,  we have  examined  such  corporate  records,
documents  and  such  questions  of  law  as we  have  considered  necessary  or
appropriate   for  purposes  of  this  opinion  and,  upon  the  basis  of  such
examination,  advise you that in our opinion the Shares  (other than the Warrant
Shares)  to be sold by the  Selling  Stockholders  have  been  duly and  validly
authorized and are legally issued, fully paid and non-assessable and the Warrant
Shares have been duly and validly  authorized  and, upon exercise of the warrant
and payment of the exercise price therunder,  will be legally issued, fully paid
and non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement  and the reference to this firm under the caption  "Legal  Matters" in
the prospectus contained therein and elsewhere in the Registration Statement and
prospectus.  This consent is not to be  construed as an admission  that we are a
party  whose  consent is required  to be filed with the  Registration  Statement
under the provisions of the Securities Act of 1933, as amended.

                                                Very truly yours,

                                                /s/  Fulbright & Jaworski L.L.P.