As filed with the Securities and Exchange Commission on March 31, 2005

SECURITIES AND EXCHANGE COMMISSION

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BIOSCRIP, INC.

BioScrip, Inc.
100 Clearbrook Road
Elmsford, New York 10523
(914) 460-1600
(Address of Registrant’s Principal Executive Office) (Zip Code)
___________________________

BioScrip, Inc. 2001 Incentive Stock Plan
(Full title of the Plans)

Barry A. Posner
BioScrip, Inc.
100 Clearbrook Road
Elmsford, New York 10523
(914) 460-1600
——
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
——
Copies requested to:
E. William Bates, II
King & Spalding LLP
1185 Avenue of the Americas.
New York, New York 10036
(212) 556-2100
___________________________

CALCULATION OF REGISTRATION FEE

Table of Contents

INTRODUCTION

     The purpose of this registration statement is to register an additional 2,000,000 shares of common stock, par value $.0001 per share, of BioScrip, Inc. that are available for issuance pursuant to an amended and restated BioScrip, Inc. 2001 Incentive Stock Plan and consists only of those items required by General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The registrant’s Registration Statement on Form S-8, Registration No. 333-107307, filed with the Securities and Exchange Commission on July 7, 2003, is incorporated herein by reference.

Item 8. Exhibits

     The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S-K:

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elmsford, State of New York, on this the 31^st day of March 2005.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Barry A. Posner as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 31^st day of March 2005.

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EXHIBIT 5.1

March 30, 2005

BioScrip, Inc.
100 Clearbrook Road
Elmsford, New York 10523

Ladies and Gentlemen:

     As an executive vice president and the secretary and general counsel of BioScrip, Inc., a Delaware corporation (the “Company”), I have participated in the preparation by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933, as amended, of an additional 2,000,000 shares (collectively, the “Shares”) of the Company’s Common Stock, par value $.0001 per share (“Common Stock”), that may be issued pursuant to the BioScrip, Inc. 2001 Incentive Stock Plan (the “2001 Incentive Stock Plan”).

     As general counsel, I have examined and relied upon such records, documents, certificates and other instruments as in my judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies, and as to certificates of public officials, I have assumed the same to have been properly given and to be accurate.

     For purposes of the opinion set forth in clause (ii) below, I have assumed that the Shares that may be issued under the 2001 Incentive Stock Plan will continue to be duly authorized on the dates of such issuance.

     I am authorized to practice law in the states of New York and Connecticut. The opinions expressed herein are limited in all respects to the corporate law of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

     Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that:

     (i) the Shares have been duly authorized; and

     (ii) when issued in accordance with the provisions of the 2001 Incentive Stock Plan, the Shares will be validly issued, fully paid and non-assessable.

     This opinion is given as of the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention or changes in law that occur that could affect the opinions contained herein. This opinion is being rendered solely for the benefit of BioScrip, Inc. in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without my prior written consent.

     I am an officer and director of each subsidiary of the Company. I own an aggregate of 63,600 shares of common stock of the Company and options to purchase 220,666 shares of common stock of the Company.

     I consent to the filing of this opinion as an Exhibit to the Registration Statement.

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the 2001 Incentive Stock Plan of BioScrip, Inc. of our reports dated March 3, 2005, with respect to the consolidated financial statements of MIM Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2004, and MIM Corporation management’s assessment of the effectiveness of internal control over financial reporting, the effectiveness of internal control over financial reporting of MIM Corporation, and the related financial statement schedule of MIM Corporation included therein, filed with the Securities and Exchange Commission.

/s/Ernst & Young LLP

MetroPark, New Jersey
March 30, 2005