National Computer Systems Inc – ‘S-3’ on 4/21/97 – EX-5

As of:  Monday, 4/21/97   ·   Accession #:  69999-97-6   ·   File #:  333-25523

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         11     50K 
                          Pursuant to a Transaction                              
 2: EX-5        Opinion re: Legality                                   2±     8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-24       Power of Attorney                                      1      7K 

EX-5   —   Opinion re: Legality

                                                                   EXHIBIT 5

 [Dorsey & Whitney LLP Letterhead]

National Computer Systems, Inc.                                                 
11000 Prairie Lakes Drive                                                       
Eden Prairie, Minnesota  55344                                                  

Re:  Registration Statement on Form S-3     

Ladies and Gentlemen:                                                           

                  We have acted as counsel to National Computer Systems, Inc., a
Minnesota  corporation  (the  "Company"),  in  connection  with  a  registration
statement  on Form  S-3 (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 542,632 shares (the "Shares") of common
stock,  par value $.03 per share,  of the Company.  The Shares will be sold from
time to time by the selling  shareholders (the "Selling  Shareholders") named in
the Registration Statement, on the Nasdaq National Market or otherwise, directly
or through underwriters, brokers or dealers.                                    

                  We  have  examined  such  documents  and  have  reviewed  such
questions  of law as we  have  considered  necessary  and  appropriate  for  the
purposes of our opinions set forth  below.  In rendering  our opinions set forth
below,  we have assumed the  authenticity  of all  documents  submitted to us as
originals,  the  genuineness  of all  signatures and the conformity to authentic
originals of all documents  submitted to us as copies.  We have also assumed the
legal capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments  relevant  hereto other than
the Company,  that such parties had the requisite power and authority (corporate
or otherwise) to execute,  deliver and perform such  agreements or  instruments,
that such  agreements or instruments  have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and that
such  agreements  or  instruments   are  the  valid,   binding  and  enforceable
obligations  of such parties.  As to questions of fact material to our opinions,
we have  relied  upon  certificates  of  officers  of the  Company and of public
officials.                                                                      

                  Based on the foregoing,  we are of the opinion that the Shares
to be sold by the Selling  Shareholders  pursuant to the Registration  Statement
have been duly  authorized  by all  requisite  corporate  action and are validly
issued, fully paid and nonassessable.                                           

                  Our  opinions  expressed  above are limited to the laws of the
State of Minnesota.                                                             

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the heading
"Legal  Matters"  in  the  Prospectus  constituting  part  of  the  Registration
Statement.                                                                      

Dated:  April 18, 1997                               Very truly yours,          

                                                  /s/ Dorsey & Whitney LLP

JLS                                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3’ Filing		Date		Other Filings
Filed on:		4/21/97		DEF 14A
		4/18/97
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