EXHIBIT 5



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

Re:  Registration Statement on Form S-8

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-8  relating to the sale by the Company from time to time of
up to 100,000  shares of Common  Stock,  $ .03 par value,  of the  Company  (the
"Shares"),  pursuant to the Company's  1999  Non-Employee  Director Stock Option
Plan (the "Plan").

         We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the 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 have been
duly authorized and, upon issuance,  delivery and payment therefor in accordance
with  the  terms  of  the  Plan,  will  be  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.



Dated:     April 25, 2000                              Very truly yours,

                                                       /s/ Dorsey & Whitney LLP