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                                                                       EXHIBIT 5

                       [BASS, BERRY & SIMS PLC LETTERHEAD]

                                 October 4, 2001

American Healthways, Inc.
3841 Green Hills Village Drive
Nashville, TN  37215

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
2001 Stock Option Plan for New Employees (the "Plan") filed by you with the
Securities and Exchange Commission relating to an aggregate of 600,000 shares
(the "Shares") of common stock, par value $.001 per share, issuable pursuant to
the Plan.

         In so acting we have examined and relied upon such records, documents
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.

         Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be validly issued,
fully paid and nonassessable.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.



                                       Very truly yours,



                                       /s/ Bass, Berry & Sims PLC