Exhibit 5.1

                   [Letterhead of Harter, Secrest & Emery LLP]

                               ____________, 2002

Health Management Associates
5811 Pelican Bay Boulevard, Suite 500
Naples, Florida 34108-2710

Ladies and Gentlemen:

         We have acted as counsel to Health Management Associates, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-3 (such Registration Statement, as it may be amended from time to time,
the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of $330,000,000 aggregate principal amount at maturity of the Company's
Zero-Coupon Convertible Senior Subordinated Notes Due 2022 (the "Notes"), and
10,614,252 shares of class A common stock, $0.01 par value, of the Company, as
may be required for issuance upon conversion of the Notes (the "Conversion
Shares"). The Notes and the Conversion Shares are to be offered and sold by
certain securityholders of the Company.

         We have examined such corporate records, other documents and questions
of law as we have considered necessary or appropriate for the purposes of this
opinion. Our opinions set forth below are limited to the General Corporation Law
of the State of Delaware and the laws of the State of New York.

         In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.

         Based on the foregoing, we advise you that in our opinion:

         1. The Notes are valid and binding obligations of the Company entitled
to the benefits of the Indenture, dated as of January 28, 2002, by and between
the Company and First Union National Bank, N.A., as trustee, and enforceable
against the Company in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

         2. The Conversion Shares have been duly authorized, and, if and when
issued by the Company upon conversion of the Notes in accordance with the terms
of the Notes and the Indenture, will be validly issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion and our opinion of even
date herewith as to certain tax matters relating to the Notes, as exhibits to
the Registration Statement and the reference to this firm under the caption
"Legal Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

         The opinions expressed herein are solely for your benefit, and may be
relied upon only by you.

                                Very truly yours,