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                                                                     EXHIBIT 5.1


                                LATHAM & WATKINS
                                Attorneys at Law
                       633 West Fifth Street, Suite 4000
                      Los Angeles, California  90071-2007
                            Telephone (213) 485-1234
                               Fax (213) 891-8763


                                  July 1, 1996




Beverly Enterprises, Inc.
5111 Rogers Ave., Suite 40-A
Ft. Smith, Arkansas  72919-1000

                 Re:      $200,000,000 Aggregate Offering Price of
                          Securities of Beverly Enterprises, Inc.  

Ladies and Gentlemen:

                 We have examined the registration statement on Form S-3 (No.
333-03517) (the "Registration Statement") being filed by you (the "Company")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to the offering from time to time,
as set forth in the prospectus contained in the Registration Statement (the
"Prospectus"), and as to be set forth in one or more supplements to the
Prospectus (each a "Prospectus Supplement"), by the Company of up to
$200,000,000 aggregate offering price of (i) one or more series of debt
securities (the "Debt Securities"), (ii) one or more series of shares of
preferred stock, par value $1 per share (the "Preferred Stock"), (iii) shares
of common stock, par value $.10 per share (the "Common Stock"), or (iv)
warrants to purchase Common Stock, Preferred Stock or Debt Securities (the
"Warrants").  The Debt Securities, Preferred Stock, Common Stock and Warrants
are collectively referred to as the "Securities."  Any Debt Securities and
Preferred Stock may be convertible into shares of Common Stock.





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Beverly Enterprises, Inc.                                            EXHIBIT 5.1
July 1, 1996
Page 2


                 The Senior Debt Securities (the "Senior Debt Securities") will
be issued pursuant to a senior indenture (the "Senior Indenture") between the
Company and a trustee named therein (the "Senior Trustee").  The subordinated
Debt Securities (the "Subordinated Debt Securities) will be issued pursuant to
a subordinated indenture (the "Subordinated Indenture" and together with the
Senior Indenture, the "Indentures") between the Company and a trustee named
therein (the "Subordinated Trustee" and, together with the Senior Trustee, the
"Trustees").  The Warrants will be issued under one or more warrant agreements
(each, a "Warrant Agreement"), each to be between the Company and a financial
institution identified therein as warrant agent (each, a "Warrant Agent").

                 In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to
be taken by the Company in connection with the authorization and issuance of
the Securities and, for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed.  In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.

                 In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

                 We have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters.  In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.

                 We are opining herein as to the effect on the subject
transaction only of the federal laws of the United States, the internal laws of
the State of New York and the General Corporation Law of the State of Delaware.
We express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction or, in the case of Delaware, any
other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.





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Beverly Enterprises, Inc.                                            EXHIBIT 5.1
July 1, 1996
Page 3



                 Capitalized terms used herein without definition have the
meanings ascribed to them in the Registration Statement.

                 Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof:

                 1.       The Senior Indenture has been duly and validly
         authorized by the Company, and, upon execution and delivery by the
         Company (assuming due authorization, execution and delivery thereof by
         the Senior Trustee) will constitute a legally valid and binding
         agreement of the Company, enforceable against the Company in
         accordance with its terms.

                 2.       When the Senior Debt Securities have been duly
         established by the Senior Indenture (including, without limitation,
         the adoption by the Board of Directors of the Company of a resolution
         duly authorizing the issuance and delivery of the Senior Debt
         Securities), duly authenticated by the Senior Trustee and duly
         executed and delivered on behalf of the Company against payment
         therefor in accordance with the terms and provisions of the Senior
         Indenture and as contemplated by the Registration Statement or the
         applicable Prospectus Supplement and such resolution, the Senior Debt
         Securities will constitute legally valid and binding obligations of
         the Company, enforceable against the Company in accordance with their
         terms.

                 3.       The Subordinated Indenture has been duly and validly
         authorized by the Company, and, upon execution and delivery thereof by
         the Company (assuming due authorization, execution and delivery
         thereof by the Subordinated Trustee) will constitute a legally valid
         and binding agreement of the Company, enforceable against the Company
         in accordance with its terms.

                 4.       When the Subordinated Debt Securities have been duly
         established by the Subordinated Indenture (including, without
         limitation, the adoption by the Board of Directors of the Company of a
         resolution duly authorizing the issuance and delivery of the
         Subordinated Debt Securities), duly authenticated by the Subordinated
         Trustee and duly executed and delivered on behalf of the Company
         against payment therefor in accordance with the terms and provisions
         of the Subordinated Indenture and as contemplated by the Registration
         Statement, the applicable Prospectus Supplement and such resolution,
         the Subordinated Debt Securities will constitute





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Beverly Enterprises, Inc.                                            EXHIBIT 5.1
July 1, 1996
Page 4


         legally valid and binding obligations of the Company, enforceable
         against the Company in accordance with their terms.

                 5.       The Company has the authority pursuant to its
         Restated Certificate of Incorporation to issue up to 25,000,000 shares
         of Preferred Stock.  When a series of Preferred Stock has been duly
         established in accordance with the terms of the Company's Restated
         Certificate of Incorporation and applicable law, and upon adoption by
         the Board of Directors of the Company of a resolution in form and
         content as required by applicable law and upon issuance and delivery
         of and payment for such shares in the manner contemplated by the
         Registration Statement, the applicable Prospectus Supplement and by
         such resolution, such shares of such series of Preferred Stock will be
         validly issued, fully paid and nonassessable.

                 6.       The Company has authority pursuant to its Certificate
         of Incorporation to issue up to 325,000,000 shares of Common Stock.
         Upon adoption by the Board of Directors of the Company of a resolution
         in form and content as required by applicable law and upon issuance
         and delivery of and payment for such shares in the manner contemplated
         by the Registration Statement, the applicable Prospectus Supplement
         and by such resolution, such shares of Common Stock will be validly
         issued, fully paid and nonassessable.

                 7.       When the Warrants have been duly established by the
         Warrant Agreement (including, without limitation, the adoption by the
         Board of Directors of the Company of a resolution duly authorizing the
         issuance and delivery of the Warrants), and duly executed and
         delivered by the Company against payment therefor in accordance with
         the terms and provisions of the Warrant Agreement and as contemplated
         by the Registration Statement, the applicable Prospectus Supplement
         and by such resolution, the Warrants will constitute legally valid and
         binding obligations of the Company, enforceable against the Company in
         accordance with their terms.

                 The opinions set forth in paragraphs 1 through 4 and paragraph
7 above relating to the enforceability of the Debt Securities, the Indentures,
and the Warrants are subject to the following exceptions, limitations and
qualifications:  (i) the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which
any proceeding





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Beverly Enterprises, Inc.                                            EXHIBIT 5.1
July 1, 1996
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therefor may be brought; (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy; (iv) the
unenforceability of the waiver of rights or defenses contained in Section 4.4
of each of the Indentures; and (v) the manner by which the acceleration of the
Debt Securities may affect the collectibility of that portion of the stated
principal amount thereof which might be determined to constitute unearned
interest thereon.

                 To the extent that the obligations of the Company under each
Indenture may be dependent upon such matters, we assume for purposes of this
opinion that each Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that each Trustee
is duly qualified to engage in the activities contemplated by each Indenture;
that each Indenture (at the time of execution and delivery thereof by each
Trustee) will have been duly authorized, executed and delivered by such Trustee
and will constitute the legal, valid and binding obligation of such Trustee,
enforceable against such Trustee in accordance with its terms; that each
Trustee is in compliance, generally and with respect to acting as a trustee
under each Indenture, with all applicable laws and regulations; and that each
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

                 To the extent that the obligations of the Company under each
Warrant Agreement may be dependent upon such matters, we assume for purposes of
this opinion that each Warrant Agent is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization; that each
Warrant Agent is duly qualified to engage in the activities contemplated by
each Warrant Agreement; that each Warrant Agreement has been duly authorized,
executed and delivered by a Warrant Agent and constitutes the legal, valid and
binding obligation of such Warrant Agent, enforceable against such Warrant
Agent in accordance with its terms; that each Warrant Agent is in compliance,
generally and with respect to acting as a Warrant Agent under the applicable
Warrant Agreement, with all applicable laws and regulations; and that each
Warrant Agent has the requisite organizational and legal power and authority to
perform its obligations under the applicable Warrant Agreement.

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





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Beverly Enterprises, Inc.                                            EXHIBIT 5.1
July 1, 1996
Page 6


                 This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby.  This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.

                                                   Very truly yours,





