EXHIBIT 5




                                  May 17, 1996



Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota  55126-6198

         Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

     We are acting as  corporate  counsel to Control  Data  Systems,  Inc.  (the
"Company") in connection  with the original  registration by the Company on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Act") of options  and  300,000  shares  (the  "Shares")  of Common  Stock
issuable pursuant to the Company's 1992 Equity Incentive Plan (the "Plan").

     In acting as such counsel and for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:

         1.    The Company's Certificate of Incorporation, as amended.

         2.    The Company's Bylaws, as amended.

         3.    Certain corporate resolutions adopted by the Board of Directors 
               of the Company pertaining to the adoption of the Plan.

         4.    The Plan.

         5.    The Registration Statement.

     Based on,  and  subject  to, the  foregoing  and upon  representations  and
information  provided by the Company or its  officers  or  directors,  it is our
opinion as of this date that:

     1. The  Shares are  validly  authorized  by the  Company's  Certificate  of
Incorporation, as amended.

     2. Upon issuance and delivery of the Shares against  receipt by the Company
of the  consideration  for the  Shares  pursuant  to the terms of the Plan,  the
Shares will be validly issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                       Very truly yours,

                                       FREDRIKSON & BYRON, P.A.



                                       By /s/ David C. Grorud
                                           David C. Grorud
                                           900 Second Avenue South
                                           Minneapolis, Minnesota  55402
                                           Phone: (612) 347-7032
                                           Fax: (612) 347-7077