EXHIBITS 5 and 23(a)

July 2, 1996


Interleaf, Inc.
62 Fourth Avenue
Waltham, MA 02154


Gentlemen:


I have assisted in the preparation of a Registration Statement on Form S-8 to 
be filed with the Securities and Exchange Commission (the "Registration 
Statement"), relating to 750,000 shares of Common Stock, $.01 par value per 
share (the "Shares"), of Interleaf, Inc., a Massachusetts corporation (the 
"Company"),  issuable under the Company's 1994 Employee Stock Option Plan, 
as amended (the "Plan").

I have examined (i) the Restated Articles of Organization and By-laws of the 
Company and all amendments thereto, (ii) the Plan, and (iii) such records of 
meetings of the directors and stockholders of the Company, documents and 
other instruments as in my judgement are necessary or appropriate to enable 
me to render the opinion expressed below.

In my examination of the foregoing documents, I have assumed the genuineness 
of all signatures and the authenticity of all documents submitted to me as 
originals, the conformity to original documents of all documents submitted to 
me as certified or photostatic copies, and the authenticity of the originals 
of such latter documents.

Based upon the foregoing, I am of the opinion that the Shares have been duly 
authorized for issuance and, when issued in accordance with the terms of the 
Plan against payment therefor, will be legally issued, fully paid and 
nonassessable.

I hereby consent to the use of my name in the Registration Statement and 
consent to the filing of this opinion with the Securities and Exchange 
Commission as an exhibit to the Registration Statement.


Very truly yours,

/s/ John K. Hyvnar
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John K. Hyvnar, Esq.
GENERAL COUNSEL