ATLAS, PEARLMAN, TROP & BORKSON, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                           Direct Line: (954) 766-7833



                               September 30, 1998



Securities and Exchange Commission
Atlanta District Office - Suite 1000
3475 Lenox Road, N.E.
Atlanta, GA  30326-1232

         Re:      Metropolitan Health Networks, Inc. (the "Company")
                  Post-Effective Amendment No. 1 to the Registration Statement
                  on Form SB-2 (File No. 333-5884-A)

Dear Sir/Madam:

         We have acted as special counsel to Metropolitan Health Networks, Inc.,
a Florida corporation, in connection with the sale of up to 825,000 shares of
Common Stock, par value $.001 per share and 1,650,000 Redeemable Common Stock
Purchase Warrants offered by the Company, the Underwriter's Warrants and 655,000
shares of Common Stock, 867,000 Warrants and 1,310,000 shares underlying certain
Warrants offered by certain Selling Securityholders (collectively the
"Securities"), as set forth in the above Registration Statement.

         In our capacity as such counsel to the Company, we have examined the
original or certified copies of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents as we deem
relevant and necessary as a basis for the opinions hereinafter expressed. In
such examination we have assumed the genuineness of all signatures on original
documents and the conformity to original documents of all copies submitted to us
as conformed or photostat copies. As to various questions of fact material to
such opinions, we have relied upon statements or certificates of officials and
representatives of the Company and others.

         Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock previously issued and to be issued upon exercise of the
Warrants, when issued in accordance with the terms of the Warrants, will be
validly issued, fully paid and non-assessable.






Securities and Exchange Commission
September 30, 1998
Page 2



         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. We also hereby consent to the use of our name under
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.

                                         Very truly yours,



                                         ATLAS, PEARLMAN, TROP & BORKSON, P.A.

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