EXHIBIT 5.1

                 Letterhead of Andrews Kurth LLP
                  1717 Main Street, Suite 3700
                       Dallas, Texas 75201

                         April 19, 2004


American HealthChoice, Inc.
2221 Justin Road
Suite 119-154
Flower Mound, Texas 75028

     Re:  Form S-8 Registration Statement relating to the
          registration of 4,500,000 shares of common stock, $.001
          par value of American HealthChoice, Inc. pursuant to
          the Engagement Agreement dated March 15, 2004

Gentlemen:

     We have acted as special New York counsel for American
HealthChoice, Inc., a New York corporation (the "Company"), in
connection with a Registration Statement Form S-8 filed by the
Company under the Securities Act of 1933, as amended (the
"Registration Statement"), which registers 4,500,000 shares of
the Company's common stock, par value $.001 per share (the
"Common Stock"), to be issued pursuant to the Company's
Engagement Agreement dated March 15, 2004 (the "Agreement").  In
that capacity, we have reviewed the charter and by-laws of the
Company, the Registration Statement, the corporate action (the
"Resolutions") taken by the Board of Directors of the Company
that authorized the Agreement and provides for the issuance of
4,500,000 shares of Common Stock pursuant thereto, a Certificate
of the Chairman of the Company dated the date hereof as to
certain factual matters and such other materials and matters as
we have deemed necessary to the issuance of this opinion.

     In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the
aforesaid documents, the authenticity of all documents submitted
to us as originals, the conforming with originals of all
documents submitted to us as copies (and the authenticity of the
originals of such copes) and that all public records reviewed are
accurate and complete.  We have also assumed that the Agreement
is the legal, valid and binding obligation of each party thereto,
enforceable against each such party in accordance with its terms.
As to certain factual matters, we have relied on the Certificate
of the Chairman of the Company and have not independently
verified the matters stated therein.

     Based upon the foregoing and having regard for such legal
consideration as we deem relevant, we are of the opinion and so
advise you that the Common Stock to be issued by the Company
pursuant to the Agreement has been duly and validly authorized
and when issued and delivered upon receipt of consideration as
contemplated in the Registration Statement and the Resolutions
and in accordance with the Agreement, will be, validly issued,
fully paid, and non-assessable.

     The opinion herein is limited to the Business Corporation
Law of the State of New York and we express no opinion as to the
laws of any other jurisdiction.  This opinion is solely for the
benefit of the addressee hereof, and, without our prior written
consent, may not be quoted in whole or in part or otherwise
referred to in any legal opinion, document or other report, and
may not be furnished to any person or entity.  We consent to the
filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in
the Registration Statement.  This opinion is delivered as of the
date hereof and we disclaim any responsibility to update this
opinion at any time following the date hereof.

                                   Very truly yours,

                                   /s/  Andrews Kurth LLP