EXHIBIT 5




National Computer Systems, Inc.
11000 Prairie Lakes Drive
Eden Prairie, MN  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 500,000  shares of Common  Stock,  $.03 par  value,  of the  Company  (the
"Shares)  pursuant to the  Company's  1998  Employee  Stock  Purchase  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  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: July 10, 1998                                   Very truly yours,

                                                       /s/ Dorsey & Whitney LLP