Exhibit 5.1

                       Keevican Weiss Bauerle & Hirsch LLC
                      11th Floor, Federated Investors Tower
                               1001 Liberty Avenue
                              Pittsburgh, PA 15222

                                 August 7, 2006


ATC Healthcare, Inc.
1983 Marcus Avenue, Suite E122
Lake Success, NY  11042

Gentlemen:

     We have acted as counsel to ATC  Healthcare,  Inc., a Delaware  corporation
(the  "Company"),  in connection  with the preparation and filing by it with the
Securities  and Exchange  Commission  of a  post-effective  amendment no. 1 to a
registration statement on Form S-3 (the "Registration  Statement") in connection
with the  registration  under the  Securities  Act of 1933,  as amended,  of the
resale of 10,430,688 shares of Class A Common Stock of the Company.

     In rendering  this opinion,  we have examined and relied upon  originals or
copies of such corporate records, certificates of officers of the Company and of
public officials and other documents as we have deemed  necessary.  We have also
made such  investigations  of law as we have deemed  necessary or appropriate to
form a basis for the opinion expressed herein.

     The opinion hereafter expressed is subject to the following qualifications:
In our examination, we assumed the genuiness of all signatures, the authenticity
of  all  documents  submitted  to us as  originals  and  the  conformity  of all
documents submitted to us as copies to the originals thereof.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
securities  covered by the  Registration  Statement  have been or will be,  when
issued as described in the Registration  Statement,  validly issued,  fully paid
and nonassessable shares of Class A Common Stock of the Company.

     This opinion is limited to the matters set forth herein.  No opinion may be
inferred or implied beyond the matters expressly stated herein,  and our opinion
expressed herein must be read in conjunction with the assumptions,  limitations,
exceptions and qualifications set forth in this letter. No person other than the
addressee may rely upon this opinion for any purpose,  and the addressee may not
relay upon this  opinion for any purpose  other than the purpose  stated  herein
without the express written consent of the undersigned.



     We consent to the use of this opinion as an exhibit to  Amendment  No. 1 to
the  Registration  Statement and to the statements  made with regard to our firm
under the caption "LEGAL MATTERS"  appearing in the Prospectus that is a part of
the Registration  Statement. In giving this consent, we do not admit that we are
within the  category  of persons  whose  consent is required by Section 7 of the
Securities Act of 1933, as amended.

                                            Very truly yours,



                                            KEEVICAN WEISS BAUERLE & HIRSCH, LLC