EXHIBIT 5

                     OPINION OF KEATING, MUETHING & KLEKAMP



                            FACSIMILE (513) 579-6956



                                December 15, 1997

Direct D(513) 579-6410
E-Mail:  gkreider@KMKlaw.com



Ladies and Gentlemen:

     This firm is general counsel to Multi-Color Corporation (the "Company") and
as such, we are familiar with the Company's  Articles of Incorporation,  Code of
Regulations and corporate proceedings generally.  We have reviewed the corporate
records as to the  establishment  of the Company's  1997 Stock Option Plan which
calls for the issuance of shares of Common Stock to employees of the Company and
its  subsidiaries  upon exercise of options  granted to them.  Based solely upon
such examination, we are of the opinion that:

     1. The Company is a duly organized and validly existing  corporation  under
the laws of the State of Ohio; and

     2. The Company has taken all  necessary and required  corporate  actions in
connection with the proposed issuance of 250,000 shares of Common Stock pursuant
to the 1997 Stock Option Plan subject to the approval by shareholders, and after
such  shareholder  approval  is  recieved,  the Common  Stock,  when  issued and
delivered,  will be  validly  issued,  fully paid and  non-assessable  shares of
Common Stock of the Company free of any claim of pre-emptive rights.

     We  hereby  consent  to be  named  in the  Registration  Statement  and the
Prospectus  part thereof as the  attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid  Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.

                                         Very truly yours,

                                         KEATING, MUETHING & KLEKAMP, P.L.L.


                                         By:/S/ Gary P. Kreider
                                            ---------------------------
                                               Gary P. Kreider