EXHIBIT 5



                      [Letterhead of Dorsey & Whitney LLP]



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  (the  "Registration  Statement")  relating  to  deferred
compensation  obligations  (the  "Deferred  Compensation  Obligations")  of  the
Company  under  the  Company's  Supplemental  Deferred  Compensation  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  Deferred
Compensation  Obligations  have  been  duly  authorized  and,  when  created  in
accordance with the terms of the Plan, will be valid and binding  obligations of
the Company  enforceable in accordance  with their terms,  except as enforcement
thereof  may be  limited  by  bankruptcy,  insolvency  or other  laws of general
application  relating to or affecting  enforcement of creditor's  remedies or by
general principles of equity.

         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:  March 19, 1999

                                                      Very truly yours,

                                                      /s/  Dorsey & Whitney LLP