EXHIBIT 5

                                HALE AND DORR LLP
                                Counselors At Law
                              650 College Road East
                           Princeton, New Jersey 08540




                                          April 14, 2004




Cognizant Technology Solutions Corporation
500 Glenpointe Centre West
Teaneck, New Jersey  07666

      Re:   2004 Employee Stock Purchase Plan
            ---------------------------------

Ladies and Gentlemen:

      We have assisted in the  preparation of a  Registration  Statement on Form
S-8 (the "Registration  Statement") to be filed with the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities  Act"),  relating to an  aggregate  of  1,500,000  shares of Class A
Common Stock, $0.01 par value per share (the "Shares"),  of Cognizant Technology
Solutions  Corporation,  a Delaware corporation (the "Company"),  issuable under
the Company's 2004 Employee Stock Purchase Plan (the "Plan").

      We have examined the Restated Certificate of Incorporation and the Amended
and Restated By-Laws of the Company, each as amended to date, and originals,  or
copies certified to our  satisfaction,  of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents  relating to the Company as we have deemed material for the
purposes of this opinion.

      In our  examination  of the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified,  photostatic or other copies, the authenticity of the originals
of any such  documents  and the  legal  competence  of all  signatories  to such
documents.

      We also assume  that the  appropriate  action will be taken,  prior to the
offer  and sale of the  Shares in  accordance  with the Plan,  to  register  and
qualify the Shares for sale under all applicable  state securities or "blue sky"
laws.

      We express no opinion  herein as to the laws of any state or  jurisdiction
other than the General  Corporation Law of the State of Delaware and the federal
laws of the United States of America.






      It is understood  that this opinion is to be used only in connection  with
the offer and sale of the Shares while the Registration Statement is in effect.

      Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.

      Based on the  foregoing,  we are of the opinion  that the Shares have been
duly  authorized  for issuance  and,  when the Shares are issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid and nonassessable.

      We hereby  consent to the filing of this  opinion with the  Commission  in
connection with the  Registration  Statement in accordance with the requirements
of Item  601(b)(5) of Regulation  S-K under the  Securities  Act. In giving such
consent,  we do not hereby  admit that we are in the  category of persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.

                                    Very truly yours,

                                    /s/ Hale and Dorr LLP

                                    HALE AND DORR LLP