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                                  EXHIBIT 5.1


                       OPINION OF JOHN W. MACKENZIE, ESQ.




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June 6, 1997
Beverly Enterprises, Inc.
5111 Rogers Avenue, Suite 40-A
Fort Smith, Arkansas  72919


Ladies and Gentlemen:


        I am the Deputy General Counsel of Beverly Enterprises, Inc., a Delaware
corporation (the "Company"), and have acted as counsel for the Company in
connection with the proposed filing with the Securities and Exchange Commission
expected to be made on or about June __, 1997 under the Securities Act of 1933,
as amended, of a Registration Statement on Form S 8 (the "Registration
Statement") for the purpose of registering (i) $1,000,000 of obligations which
represent unsecured obligations of the Company to pay deferred compensation in
the future (the "Obligations") in accordance with the terms of the Beverly
Enterprises, Inc. Non-Employee Director Deferred Compensation Plan for a select
group of non-employee directors (the "Plan") and (ii) an indeterminate number
of shares of Common Stock of the Company as may be issuable upon payment of the
Obligations, including such shares as may be issuable as a result of stock
splits, stock dividends or similar transactions.  In such capacity, I have
examined the Restated Certificate of Incorporation and By Laws of the Company
(as amended), the Plan, and such other documents of the Company as I have
deemed necessary or appropriate for the purposes of the opinions expressed
herein.

        Based upon the foregoing, I advise you that, in my opinion, when issued
in accordance with the provisions of the Plan, (i) the Obligations will be
valid and binding obligations of the Company, enforceable in accordance with
their terms and (ii) the shares of Common Stock issuable under the Plan, when
delivered and paid for in accordance with the Plan, will be validly issued,
fully paid, and nonassessable.  With respect to clause (i) of the preceding
sentence, the enforceability of the Obligations is limited by and subject to
(a) general principles of equity (regardless of whether considered and applied
in a proceeding in equity or at law) and (b) applicable bankruptcy, insolvency,
liquidation, moratorium, conservatorship, receivership, reorganization, or
similar laws (including without limitation statutory or other laws regarding
fraudulent transfers or conveyances or preferential transfers), and court
decisions of general application affecting the rights of creditors generally. 

        I am licensed to practice law in the Commonwealth of Kentucky.  As I am
generally familiar with the Delaware General Corporation Law, however, I did
not consider obtaining special Delaware counsel to be necessary to render the
opinions expressed herein.  Accordingly, this opinion letter is based on my
general knowledge and experience and not based on the advice or opinion of
counsel licensed to practice law in the State of Delaware.  This opinion letter
is 
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limited to the effect of the Delaware General Corporation Law and present
federal laws of the United States. 


        This opinion letter and the matters addressed in this letter are as of 
the date of this letter.  I hereby disclaim any obligation to advise you of any
change in any matter set forth in this letter occurring after such date.  

        This opinion letter is limited to the matters stated in this letter and
no opinion is implied or may be inferred beyond the opinions expressly stated
herein. This opinion letter is solely for your benefit and no other person may
rely upon the opinions expressed herein.  Without my prior written consent,
this letter may not be quoted in whole or in part or otherwise referred to in
any document and may not be furnished to any other person.  I hereby consent to
the inclusion of this letter as an exhibit to the Registration Statement. 


                                                   Very truly yours,

                                                   /s/ JOHN W. MACKENZIE

                                                   John W. MacKenzie
                                                   Deputy General Counsel and
                                                   Assistant Secretary


   
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