HARWELL HOWARD HYNE
                      GABBERT & MANNER, P.C.
                    1800 FIRST AMERICAN CENTER
                       315 DEADERICK STREET
                 NASHVILLE, TENNESSEE  37238-1800
              -------------------------------------
                     TELEPHONE (615) 256-0500
                    FACSIMILE  (615) 251-1059

                         August 10, 1998

National HealthCare Corporation
100 Vine Street
Murfreesboro, Tennessee 37130

Ladies and Gentlemen:

  We have acted as special counsel to National Healthcare Corporation. (the 
"Company") in connection with the registration of the Company's 1997 Stock 
Option and Stock Appreciation Rights Plan pursuant to a registration 
statement on Form S-8, as filed with the Securities and Exchange Commission 
(the "Registration Statement").  This firm hereby consents to the filing of 
this opinion as an exhibit to the Registration Statement and with agencies of 
such states and other jurisdictions as may be necessary in the course of 
complying with the laws of such states and jurisdictions regarding the 
offering and sale of the stock in accordance with the Registration Statement.

  We have examined originals, or certified or photostatic copies of such 
statutes, records, regulations, certificates of the officers of the Company 
and of public officials, and such other information as we have deemed 
necessary for purposes of rendering this opinion.

  In stating our opinion, we have assumed:  (i) that all signatures are 
genuine, all documents submitted to us as originals are authentic, and all 
documents submitted to us as copies conform to authentic original documents; 
and (ii) that the parties to such documents have the legal right and power
under all applicable laws, regulations and agreements to enter into, execute, 
deliver and perform their respective obligations thereunder.

  On the basis of such review, but subject to the limitations expressed 
herein, we are of the opinion, as of the date hereof, that the securities 
being registered by the Registration Statement will, when sold as contem-
plated under the Registration Statement, be legally issued, fully paid and non-
assessable.

  Our opinion herein is limited solely to the laws of the United States of 
America and the corporate law of the State of Delaware.  In rendering the 
opinion set forth herein, we have relied upon the documents referenced above 
and have made no independent verification or investigation of factual matters 
pertaining thereto or to the Company.  The opinion expressed herein is 
subject to applicable bankruptcy, insolvency, reorganization, moratorium, 
fraudulent conveyance and other similar laws now or hereafter in effect 
relating to or affecting the rights of creditors generally, judicial discre-
tion, and equitable principles whether applied pursuant to a proceeding at 
law or in equity; and no opinion is expressed with respect to the availa-
bility of equitable remedies. 
                                             
                              Very truly yours,

                              HARWELL HOWARD HYNE
                              GABBERT & MANNER, P.C.