[KUMMER KAEMPFER BONNER & RENSHAW LETTERHEAD]



                                 March 12, 2004

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549

         RE:    U.S. PHYSICAL THERAPY, INC. NONSTATUTORY INDUCEMENT
                STOCK OPTION AGREEMENTS DATED MAY 20, 2003 AND NOVEMBER 18, 2003
                REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         As special Nevada counsel to U.S. Physical Therapy, Inc., a Nevada
corporation (the "Company"), we are rendering this opinion in connection with
its registration statement on Form S-8 (the "Registration Statement") relating
to the registration of 145,000 shares (the "Shares") of the Company's common
stock, $0.01 par value per share, and the proposed sale thereof. The Shares are
to be issued and sold in connection with the Company's Nonstatutory Inducement
Stock Option Agreements dated May 20, 2003 (issued to Jerald L. Pullens) and
November 18, 2003 (issued to Christopher J. Reading, Janna King, Lawrance W.
McAfee and Glenn McDowell). This opinion letter is being furnished at the
Company's request in order to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.

         We have examined all instruments, documents and records that we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.

         Based on such examination and subject to the limitations hereinabove
provided, we are of the opinion that the Company has the full corporate power
and authority under the laws of the State of Nevada, and under the Company's
Articles of Incorporation, as amended, and Bylaws, as amended, to issue the
Shares, and that such Shares, subject to the Registration Statement becoming
effective under the Securities Act of 1933, as amended (the "Act"), and assuming
that there are a sufficient number of authorized but unissued shares of the
Company's common stock, are validly authorized shares of common stock of the
Company, and when issued in accordance with the respective Nonstatutory
Inducement Stock Option Agreement, upon receipt of payment therefor, will be
legally issued, fully paid and nonassessable and not subject to any preemptive
or similar rights.

         We express no opinion herein as to the effect or applicability of the
laws of any jurisdiction other than the federal laws of the United States of
America and the laws of the state of Nevada. We hereby consent to the filing of
the foregoing opinion as an exhibit to the Registration Statement filed with the
Securities and Exchange Commission under the Act, and to the use of our name in
the Registration Statement.

                                            Very truly yours,

                                            /s/ Kummer Kaempfer Bonner & Renshaw

                                            KUMMER KAEMPFER BONNER & RENSHAW