[Oppenheimer Wolff & Donnelly LLP Letterhead]

February 11, 2000

Merrill Corporation
One Merrill Circle
St. Paul, Minnesota 55108

RE:      REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

         We have acted as counsel to Merrill Corporation, a Minnesota
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-4 (the "Registration Statement") filed by the
Company and its subsidiary guarantors named as additional registrants in the
Registration Statement (the "Guarantors") with the Securities and Exchange
Commission with respect to up to $140,000,000 aggregate principal amount of the
Company's 12% Series B Senior Subordinated Notes due 2009 (the "Exchange Notes")
which will be offered in exchange for the Company's issued and outstanding 12%
Series A Senior Subordinated Notes due 2009 (the "Old Notes") as described in
the Registration Statement.

         The Exchange Notes are to be issued in exchange for the Old Notes
pursuant to an indenture (the "Indenture") dated as of November 23, 1999 between
the Company, the Guarantors and Norwest Bank Minnesota, N.A., as Trustee (the
"Trustee") and the related A/B Exchange Registration Rights Agreement among the
Company, the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation
(the "Registration Rights Agreement").

         In so acting, we have examined and relied upon such records, documents
and other instruments as in our judgment are necessary or appropriate in order
to express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.

         Based upon and subject to the foregoing, we are of the opinion that the
Exchange Notes, when duly executed and authenticated in accordance with the
terms of the Indenture, and delivered in exchange for the Old Notes in
accordance with the terms of the Indenture, will have been validly issued and
will be legally binding obligations of the Company, subject to (a) the effect of
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
conveyance, fraudulent transfer and other similar laws relating to or affecting
the rights of creditors generally and (b) general principles of equity
(including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific




Merrill Corporation
February 11, 2000
Page 2

performance, injunctive relief or other equitable remedies), regardless of
whether considered in a proceeding at law or in equity.

         We express no opinion herein other than as to the laws of the State of
New York, State of Minnesota and the federal laws of the United States.

         We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement.

                                        Very truly yours,

                                        OPPENHEIMER WOLFF & DONNELLY LLP

                                        /s/ Oppenheimer Wolff & Donnelly LLP