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 Employee 
Stock Purchase 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 contemplated 
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 
pertainingthereto 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 discretion, and 
equitable principles whether applied pursuant to a proceeding at law or in 
equity; and no opinion is expressed with respect to the availability of 
equitable remedies.
                                             
                              Very truly yours,

                              HARWELL HOWARD HYNE
                              GABBERT & MANNER, P.C.