Exhibit 5

                             [Letterhead]


                             April 2, 1998

Magellan Health Services, Inc.
3414 Peachtree Road, N.E.
Suite 1400
Atlanta, Georgia 30326

       Re:  Magellan Health Services, Inc.
            Registration Statement on Form S-4

Gentleman:

     We have acted as counsel to Magellan Health Services, Inc., a Delaware 
corporation ("Magellan"), in connection with the registration, pursuant to 
the above-captioned registration statement (the "Registration Statement"), of 
Magellan's 9% Series A Senior Subordinated Notes due 2008 (the "Notes"). The 
Notes are to be issued pursuant to the terms of an Indenture, dated as of 
February 12, 1998 (the "Indenture"), among Magellan and Marine Midland Bank, 
as Trustee, which Indenture is Exhibit 4(a) to the Registration Statement.

     In connection with this opinion, we have examined originals or copies, 
certified or otherwise identified to our satisfaction, of the Indenture, such 
records of Magellan and all such agreements, certificates of officers or 
representatives of Magellan and others, and such other documents, 
certificates and corporate or other records as we have deemed necessary or 
appropriate as a basis for the opinion set forth herein. In our examination 
we have assumed the genuineness of all signatures, the legal capacity of 
natural persons, the conformity to original documents of all documents 
submitted to us as certified or photostatic copies and the authenticity of 
the originals of such copies. As to any facts material to this opinion which 
we did not independently establish or verify, we have relied upon statements 
and representations of representatives of Magellan and of public officials. 
We have no reason to believe that such statements and representations are 
untrue.

     Based upon and subject to the foregoing, it is our opinion that the 
Notes, when executed by duly authorized officers of Magellan, authenticated 
by duly authorized officers of the Trustee and delivered in accordance with 
the terms of the Indenture, will constitute the legal, valid and binding 
obligations of Magellan, enforceable against Magellan in accordance with 
their respective terms.





     Our opinion is subject to the following qualifications:

     (a)  The enforceability of the Indenture and Notes against Magellan may 
be limited by (i) bankruptcy, insolvency, fraudulent conveyance, 
reorganization, moratorium and similar laws affecting creditors' rights and 
remedies generally, and by general principles of equity, including principles 
of commercial reasonableness, good faith and fair dealing (regardless of 
whether enforceability is sought in a proceeding in law or at equity). Such 
principles of equity are of general application, and in applying such 
principles, a court, among other things, might not allow a creditor to 
accelerate maturity of a debt upon the occurrence of a default deemed 
immaterial or for non-credit reasons or might decline to order a debtor to 
perform covenants.

     We hereby consent to the reference to our firm under the caption "Legal 
Matters" in the prospectus included in the Registration Statement and to the 
filing of this opinion as an exhibit to the Registration Statement.

                                          Very truly yours,

                                            /s/ Philip A. Theodore
                                          ---------------------------
                                            King & Spalding