[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]




							May 30, 1996



Quad Systems Corporation
Two Electronic Drive
Horsham, PA   19044

		Re:	Shares of Common Stock of Quad Systems Corporation 
to be Issued Pursuant to the Quad Systems 
Corporation 1993 Stock Option Plan                

Ladies and Gentlemen:

		We have acted as counsel to Quad Systems Corporation 
(the "Company") in connection with the Company's 1993 Stock 
Option Plan, as amended (the "Plan"), and the registration and 
issuance of up to 300,000 additional shares of the Company's 
common stock, par value $0.001 per share (the "Shares") issuable 
under the Plan pursuant to the terms thereof.  

		In rendering our opinion, we have assumed that a 
Registration Statement on Form S-8 (the "Registration Statement") 
under the Securities Act of 1933, as amended, with respect to the 
Shares will have been filed by the Company with the Securities 
and Exchange Commission and will have become effective before any 
of the Shares are issued, and that persons acquiring the Shares 
will do so strictly in accordance with the terms of the Plan and 
will receive a prospectus containing all of the information 
required by Part I of Form S-8 before acquiring such Shares.  We 
have also reviewed such certificates, documents, corporate 
records and other instruments as in our judgment are necessary or 
appropriate to enable us to render the opinion expressed below.  
In giving this opinion, we are assuming the authenticity of all 
instruments presented to us as originals, the conformity with the 
originals of all instruments presented to us as copies and the 
genuineness of all signatures.

		Based upon the foregoing, we are of the opinion that 
the 300,000 additional shares covered by the Plan, when issued by 
the Company to the purchasers of the Shares in accordance with 
the terms and conditions of the Plan, will be legally issued, 
fully paid and non-assessable.

		We consent to the filing of this opinion as Exhibit 5 
to the Registration Statement.

						Very truly yours,


						/s/ Ballard Spahr Andrews & Ingersoll
 





 

 



Quad Systems Corporation
May 30, 1996
Page 2