Exhibit 5 and 23.1

November 12, 1997


Morrison Health Care, Inc.
1955 Lake Park Drive S.E.
Suite 400
Smyrna, Georgia  30080

           Re:     Registration Statement on Form S-8

Ladies and Gentlemen:
     
     We have served as counsel for the Morrison Health Care, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8 ( the "Registration Statement") of an aggregate of 900,000 shares (the
"Shares") of common stock, $.01 par value, of the Company, to be offered and
sold by the Company pursuant to its 1996 Stock Incentive Plan (the "Plan").

     We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents, 
corporate records and other instruments relating to the incorporation of the 
Company and the adoption of the Plan as we have deemed necessary and advisable.

     In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of 
all documents submitted to us as originals and the conformity to original 
documents of all certified, conformed or photostatic copies.  As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.

     We express no opinion as to the matters under or involving laws other than 
the laws of the State of Georgia.

     Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:

     1.   The Shares have been duly authorized; and

     2.   Upon the issuance and delivery of the Shares upon receipt of lawful 
          consideration therefor pursuant to the Plan, such Shares will be 
          validly issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement.

Very truly yours,

By:/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
       POWELL, GOLDSTEIN, FRAZER & MURPHY LLP