Exhibit 5.2


                                    Arent Fox
                           1050 Connecticut Avenue, NW
                            Washington, DC 20036-5339

Arnold R. Westerman
Tel:    202/857-6243
Fax:    202/857-6395
westerma@arentfox.com
http://www.arentfox.com
                                                             June 13, 2002
PHC, Inc.
200 Lake Street
Suite 102
Peabody, Massachusetts 01960

Gentlemen:

     We have  acted  as  counsel  for PHC,  Inc.,  a  Massachusetts  corporation
("PHC"),  with respect to PHC's Post Effective  Amendment #1 to the Registration
Statement on Form S-3 (File No. 333-76137), filed by PHC with the Securities and
Exchange  Commission on or abouyt June 13, 2002 (the  "Registration  Statement")
which reflects a reduction in the exercise price of 80,000 warrants held by CCRI
and the extension of the expiration date of such warrants.

     In connection with this opinion, we have examined, among other things, such
federal and state laws and  originals  and/or  copies  (certified  or  otherwise
identified  to  our   satisfaction)  of  such  corporate  and  other  documents,
certificates,  and other records as we deemed  necessary or  appropriate  to the
purposes of preparing this opinion. Based on the foregoing, we hereby advise you
that we are of the opinion that the 80,000  shares of Class A Common Stock to be
issued  upon  exercise  of  the  warrants  held  by  CCRI  and  subject  to  the
Registration  Statement  have been duly and validly  authorized for issuance and
that  such  shares  will be when  issued  in  accordance  with the  terms of the
warrants referred to in the Registration  Statement,  legally issued, fully paid
and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to such
Registration  Statement  and to the  reference  to our firm in the  Registration
Statement.  In giving this  consent,  we do not hereby admit that we come within
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities Act of 1933, as amended,  or the general rules and regulations  there
under.

                                         Very truly yours,

                                         ARENT FOX KINTNER PLOTKIN & KAHN

                                         By  /s/ Arnold R. Westerman
                                                 Arnold R. Westerman
                                         Arent Fox Kintner Plotkin & Kahn PLLC
                                         New York, NY - Washington D. C.