EXHIBIT 5

                                  July 23, 1998

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 1,396,691 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