Exhibit  5.1
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August  27,  2002


Securities  and  Exchange  Commission
450  Fifth  Street
Washington,  D.C.  20549

Re:  S-8  Registration  Statement
     Amendment  Number  4
     SafeGuard  Health  Enterprises,  Inc.

Ladies  and  Gentlemen:

As  legal counsel for SafeGuard Health Enterprises, Inc., a Delaware corporation
(the  "Company"  or "SafeGuard"), I am rendering this opinion in connection with
the  preparation  of  the  Post-Effective  Amendment  No.  4 to the Registration
Statement  on  Form  S-8  (the  "Registration  Statement")  to be filed with the
Securities  and  Exchange Commission to register an additional 600,000 shares of
Common  Stock,  $.01  par value (the "Common Stock") of the Company to be issued
pursuant  to the Company's Stock Option Plan (the "Stock Option Plan").  I am an
attorney  licensed  to practice law in all courts in the State of California.  I
am  fully  familiar  with  the  facts  and  circumstances regarding the enclosed
Registration  Statement.

In  regarding this opinion, I have made such inquiries and examined, among other
things,  originals  or  copies,  certified  or  otherwise  identified  to  my
satisfaction,  of  such records, agreements, certificates, instruments and other
documents,  as  I  have considered necessary or appropriate for purposes of this
opinion.  For  the purposes of my examination, I have assumed the genuineness of
all signatures on original documents and the conformity to original documents of
all  copies  submitted  to me.  I have examined the proceedings heretofore taken
and  am  familiar  with  the  procedures  proposed to be taken by the Company in
connection  with  the  authorization,  issuance  and  sale  of the Common Stock.

On the basis of and relying upon the foregoing examination and assumptions, I am
of  the  opinion  that the shares of Common Stock issuable pursuant to the Stock
Option  Plan,  when  issued  and  paid  for  in accordance with the Registration
Statement  and  the  Stock  Option  Plan, will be validly issued, fully paid and
nonassessable.

This  opinion  is  limited  to  the present law of the State of Delaware, to the
present  federal  laws  of  the  United  States  and  to  the  present  judicial
interpretations  thereof  and to the facts, as they presently exist.  No opinion
is  expressed by me as to the effect of the laws of any other jurisdiction or as
to  matters  of  conflict or choice of law.  I undertake no obligation to advise
you  as  a result of developments occurring after the date hereof or as a result
of  facts  or  circumstances  brought  to  my  attention  after the date hereof.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Yours  truly,

/s/  Ronald  I.  Brendzel

RONALD  I.  BRENDZEL
Senior  Vice  President,  General  Counsel  and  Secretary

RIB/ksv