EXHIBIT 5

                           Fulbright & Jaworski L.L.P.
                   A Registered Limited Liability Partnership
                                666 Fifth Avenue
                         New York, New York, 10103-3198



Telephone:  212/318-3000                                  HOUSTON
Facsimile:  212/752-5958                                  WASHINGTON, D.C.
                                                          AUSTIN
WRITER'S INTERNET ADDRESS:                                SAN ANTONIO
                                                          DALLAS

WRITER'S DIRECT DIAL NUMBER:                              NEW YORK
                                                          LOS ANGELES
                                                          LONDON
                                                          HONG KONG

April 5, 1999

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 the selling stockholders (the "Selling Stockholders") with the Securities and
Exchange  Commission  under the Securities Act of 1933, as amended,  relating to
________ shares of the Company's  Common Stock.  $.001 par value (the "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 the  purposes  of this  opinion  and,  upon  the  basis of such
examination,  advise  you that in our  opinion  the  Shares  have  been duly and
validly authorized and are 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.
                                        Fulbright & Jaworski L.L.P.