Exhibit 5.1
                                                    Arent Fox, PLLC
                                                    1050 Connecticut Avenue, NW
                                                    Washington, DC
                                                    20036-5339
                                                    Phone 202/857-6000
                                                    Fax   202/857-6395
                                                    www.arentfox.com

                                                    Steven A. Cohen
                                                    202/775-5742
                                                    cohens@arentfox.com

                                                                   April 5, 2005

PHC, Inc.
200 Lake Street
Suite 102
Peabody, Massachusetts 01960

Gentlemen:

     We have acted as counsel for PHC, Inc., a Massachusetts  corporation ("PHC"
or the Company),  with respect to the Company's  Registration  Statement on Form
S-8,  filed by the Company  with the  Securities  and Exchange  Commission  (the
"Commission")  in connection with the  registration  under the Securities Act of
1933 as  amended,  of (i)  1,378,250  shares of Class A Common  Stock,  $.01 par
value,  subject to the PHC, Inc. 1993 Stock  Purchase and Option Plan (the "1993
Option  Plan"),  (ii) 500,000  shares of Class A Common  Stock,  $.01 par value,
subject to the PHC, Inc. 1995 Employee Stock Purchase Plan,  (the "1995 Purchase
Plan"), (iii) 145,500 shares of Class A Common Stock, $.01 par value, subject to
the PHC, Inc. 1995 Non-Employee  Director Stock Option Plan, (the "1995 Director
Plan"),  (iv) 1,300,000 shares of Class A Common Stock, $.01 par value,  subject
to the PHC,  Inc.  2003 Stock  Purchase and Option Plan (the "2003 Option Plan")
and (v) 350,000 shares of Class A Common Stock,  $.01 par value,  subject to the
PHC, Inc. 2004  Non-Employee  Director  Stock Option Plan,  (the "2004  Director
Plan"). We may refer to the above described shares of Class A Common Stock being
registered  under the 1993 Option Plan,  1995 Purchase Plan, 1995 Director Plan,
2003 Option Plan and 2004 Director Plan collectively as the "Shares".

     As counsel to the Company,  we have  examined such records and documents of
the Company,  as well as relevant statutes,  regulations,  published rulings and
such questions of law, as we considered necessary or appropriate for the purpose
of this  opinion.  We are of the opinion that the Shares will be, when issued or
delivered  and paid in full in  accordance  with the terms of such plans validly
issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to such
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.

                                Very truly yours,

                                ARENT FOX, PLLC

                                By /s/ Steven A. Cohen, member

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