Exhibit 5.1

                      FORM OF OPINION OF KAYE SCHOLER LLP




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                        [Letterhead of Kaye Scholer LLP]

                                November __, 2005


Emergency Medical Services Corporation
6200 S. Syracuse Way
Greenwood Village, CO  80111


        Re:      Emergency Medical Services Corporation
                 Registration Statement on Form S-1
                 Registration No. 333-127115
                 ---------------------------------------

Ladies and Gentlemen:

         This opinion is furnished to you in connection with a registration
statement on Form S-1 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of __________ shares of
class A common stock, par value $0.01 per share (the "Shares"), of Emergency
Medical Services Corporation, a Delaware corporation (the "Company"). The Shares
consist of (i) 8,970,000 Shares to be sold pursuant to an underwriting agreement
to be entered into among the Company, Banc of America Securities LLC, and J.P.
Morgan Securities Inc., as Representatives, and the Selling Stockholders
signatory thereto (the "Underwriting Agreement"), including (a) 7,800,000 Shares
to be sold by the Company (the "Company Shares") and (b) up to 1,170,000 Shares
to be sold by certain selling stockholders (the "Stockholder Shares") if the
underwriters exercise their over-allotment option and (ii) 1,148,325 Shares to
be issued in exchange for class B units (the "Partnership Units") representing
limited partnership interests of Emergency Medical Services L.P. (the "Exchange
Shares").

         We have acted as counsel for the Company in connection with its
proposed issuance and sale of the Shares. In rendering the opinion set forth
below, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.

         The law covered by this opinion is limited to the General Corporation
Law of the State of Delaware.

         Based on and subject to the foregoing, it is our opinion that, upon the
filing of the Amended and Restated Certificate of Incorporation of the Company
(in substantially the form filed as Exhibit 3.2 to the Registration Statement)
(the "Certificate of Incorporation") with the Secretary of State of the State of
Delaware, the Shares will be duly authorized, and the Shares will be validly
issued, fully paid and non-assessable as follows:




Emergency Medical Services Corporation          2             November __, 2005




         (1) in the case of the Company Shares, when the Company Shares have
been issued and sold by the Company and the Company has received the purchase
price therefor, in accordance with the terms of the Underwriting Agreement;

         (2) in the case of the Stockholder Shares, when the Stockholder Shares
have been issued upon conversion of the same number of shares of the Company's
Class B Common Stock, in accordance with the terms of the Certificate of
Incorporation; and

         (3) in the case of the Exchange Shares, when the Exchange Shares have
been issued by the Company and the Company has received one Partnership Unit for
each Exchange Share, in accordance with the terms of the Amendment to the
Agreement of Limited Partnership of Emergency Medical Services L.P. dated
December ___, 2005.

         We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" therein. In giving this opinion, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.


                                          Very truly yours,