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Exhibit 5.1
June 7,
2017
The Board Of Directors Of
Cross
Country Healthcare, Inc.
5201
Congress Avenue, Suite 100B
Boca
Raton, Florida 33487
Ladies and Gentlemen:
We are
acting as counsel to Cross Country Healthcare, Inc., a Delaware
corporation (the “Company”), in connection with the
filing of a Registration Statement on Form S-8 with exhibits
thereto (the “Registration Statement”) by the Company
under the Securities Act of 1933, as amended (the
“Act”), and the rules and regulations thereunder,
relating to the registration of 2,000,000 shares of common stock,
par value $0.0001 per share, of the Company (the
“Shares”) reserved for issuance pursuant to awards
under the Cross Country Healthcare, Inc. 2014 Omnibus Incentive
Plan (f/k/a 2007 Stock Incentive Plan) (the
“Plan”).
In so
acting, we have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection
with the Plan. 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 and necessary as a basis for rendering this
opinion.
Based
upon, and subject to, the foregoing, we are of the opinion that the
Shares, when and to the extent issued pursuant to the provision of
the Plan (including payment of the option exercise prices provided
for therein), will be, assuming no change in the applicable law or
pertinent facts, validly 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 Act or the rules and regulations of
the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/
Proskauer Rose LLP