December 18, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D. C. 20549 Re: Computer Concepts Corp. Registration Statement on Form S-8 Gentlemen: Reference is made to the filing by Computer Concepts Corp. (the "Corporation") of a Registration Statement on Form S-8 with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, covering the registration of 11,855,155 shares of the Corporation's Common Stock, $.0001 par value per share, in connection with the Corporation's stock incentive plans (the "Plans"). As counsel for the Corporation, I have examined its corporate records, including its Certificate of Incorporation, as amended, its By-Laws, its corporate minutes, the form of its Common Stock certificate, the Plans, related documents under the Plans and such other documents as deemed necessary or relevant under the circumstances. Based upon this examination, I am of the opinion that: 1. The Corporation is duly organized and validly existing under the laws of the State of Delaware. 2. The 3,344,488 outstanding shares and the 8,510,667 shares of the Corporation's Common Stock issuable upon exercise of options, when issued pursuant to the Plans and in accordance with the agreements related thereto, will be validly authorized, legally issued fully paid and non-assessable. I hereby consent to be named in the Registration Staement and in the Prospectus which constitutes a part thereof as counsel of the Corporation, and I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, DANIEL B. KINSEY, P.C. /s/ Daniel B. Kinsey Daniel B. Kinsey