EXHIBIT 5.1

                          [VINSON & ELKINS LETTERHEAD]

                                 July 11, 2002

PMR Corporation
1565 Hotel Circle South, 2nd Floor
San Diego, California  92108

Ladies and Gentlemen:

         We acted as counsel for PMR Corporation, a Delaware corporation
("PMR"), in connection with PMR's Form S-4 registration statement (the
"Registration Statement"), including the Prospectus included therein at the time
the Registration Statement is declared effective (the "Prospectus"), relating
to: (i) the offering, issuance and sale of shares of PMR's common stock, par
value $0.01 per share (the "Shares"), pursuant to the proposed merger of PMR
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of PMR,
with and into Psychiatric Solutions, Inc., a Delaware corporation, and (ii) the
issuance of the contingent value rights (the "CVRs") pursuant to a contingent
value rights agreement (the "CVR Agreement") among PMR, StockTrans, Inc., as CVR
trustee, and Fred Furman, as representative of the CVR holders, as described in
the Registration Statement.

         In connection with rendering our opinion, we examined certain of the
corporate records of PMR, including its Amended and Restated Certificate of
Incorporation (as amended), certain resolutions of the Board of Directors of
PMR, the Registration Statement and the exhibits thereto, the CVR Agreement and
such certificates of corporate officers of PMR and governmental officials as we
deemed necessary for the purposes of this opinion. As to matters of fact
relevant to the opinions expressed herein, and as to factual matters arising in
connection with our examination of the above described documents, we relied upon
certificates and other communications of corporate officers of PMR and
governmental officials without further investigation as to the facts set forth
therein. We are rendering this opinion as of the effective date of the
Registration Statement.

         Based upon the foregoing, we are of the opinion that:

         1.       assuming that the Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of PMR, in the form included as Annex A in
the joint proxy statement/prospectus contained in the Registration Statement, is
approved by the holders of a majority of the outstanding shares of common stock
of PMR at a meeting duly called and held for such purpose and is filed with the
Secretary of State of the State of Delaware in accordance with the provisions of
the Delaware General Corporation of Law, the Shares have been validly authorized
for issuance and, upon issuance as described in the Registration Statement, will
be validly issued, fully paid and nonassessable;

         2.       the CVR Agreement has been duly authorized by PMR; and



         3.       when (a) the CVR Agreement has been duly executed and
delivered by the parties thereto, (b) the CVRs have been duly authorized,
executed and issued in accordance with the provisions of the CVR Agreement
(including the provisions of the CVR Agreement regarding establishment of the
form of CVRs), (c) such CVRs have been authenticated by the CVR trustee under
the CVR agreement, and (d) such CVRs have been delivered in the manner and on
the terms described in the Prospectus, such CVRs will have been validly issued
and will constitute valid and binding obligations of PMR, enforceable against
PMR in accordance with their terms and entitled to the benefits of the CVR
Agreement, subject to (i) the effect of any applicable bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting creditors' rights generally
and (ii) the effect of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder. For purposes of the
foregoing opinions, we assumed that the Shares will be offered, issued and sold
in compliance with all applicable state securities or Blue Sky laws.

                                       Very truly yours,

                                       /s/ VINSON & ELKINS L.L.P.