EXHIBIT 5.1




                          OPINION OF PROSKAUER ROSE LLP

Cross Country, Inc.
6551 Park of Commerce Blvd, N.W.
Suite 200
Boca Raton, Florida 33487

Ladies and Gentlemen:

We are acting as counsel to Cross Country, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (together
with the exhibits thereto, the "Registration Statement") filed by the Company
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, relating to the registration of 4,398,001 shares (the
"Shares") of common stock par value $.0001 per share, of the Company. 2,145,515
of the Shares are to be issued by the Company upon exercise of certain options
granted and to be granted to certain employees, advisors and consultants of the
Company and its affiliates pursuant to the Company's Amended and Restated 1999
Stock Option Plan (the "Stock Option Plan"), and 2,252,486 of the Shares are to
be issued by the Company upon exercise of certain options granted and to be
granted to certain employees of the Company and its affiliates pursuant to the
Company's Amended and Restated Equity Participation Plan (the "Equity
Participation Plan," and together with the Stock Option Plan, the "Plans").

As such counsel, we have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection with the
adoption of the Plans. We have also examined and relied upon originals or
copies, certified or otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements, and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper or necessary as a basis for rendering this opinion.

Based upon, and subject to, the foregoing, we are of the opinion that the Shares
will be, when issued upon due exercise of the options granted under the Plans,
in accordance with the provisions of the Plans and in accordance with the stock
option agreements entered into in accordance with the provisions of the Plans
(including payment of the option exercise price provided for therein) legally
issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in 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 promulgated thereunder.

                 Very truly yours,

                 PROSKAUER ROSE LLP