EXHIBIT 5.1

OPINION OF PROSKAUER ROSE LLP

                                                                                                                                                                                                                                                  1585 Broadway New York, NY  10036-8299 Telephone 212.969.3000 Fax 212.969.2900 LOS ANGELES WASHINGTON BOSTON BOCA RATON NEWARK NEW ORLEANS PARIS                                

November 3, 2004

Cross Country Healthcare, Inc.

6551 Park of Commerce Boulevard, N.W.

Boca Raton, Florida 33487

Ladies and Gentlemen:

 We are acting as counsel to Cross Country Healthcare, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company under the Securities Act of 1933 with respect to 11,403,455 shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The Registration Statement relates to the offer and sale of the Shares by certain selling stockholders. We have examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all such corporate records, documents, agreements and instruments relating to the Company, and certificates of public officials and of representatives of the Company, and have made such investigations of law, and have discussed with representatives of the Company and such other persons such questions of fact, as we have deemed proper or necessary as a basis for rendering this opinion.

 Based upon and subject to the foregoing, we are of the opinion that the Shares are legally issued, fully paid and non-assessable.

 We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ PROSKAUER ROSE LLP

Proskauer Rose LLP