Exhibit 5

                        McDERMOTT, WILL & EMERY
                   227 West Monroe Street, Suite 3100
                      Chicago, Illinois 60606-5096




                                  September 25, 1996


Alternative Resources Corporation
75 Tri-State International
Suite 100
Lincolnshire, IL  60069

Ladies and Gentlemen:

     We have acted as counsel for Alternative Resources Corporation (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 1,200,000 additional shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), which may be issued
pursuant to the Alternative Resources Corporation Amended and Restated Incentive
Stock Option Plan (the "Plan").

     We have examined or considered:

     1.  A copy of the Company's Amended and Restated Certificate of
         Incorporation;

     2.  The Amended and Restated By-Laws of the Company;

     3.  Copies of resolutions duly adopted by the Board of Directors of
         the Company relating to the Plan; 

     4.  Copies of the Plan and all amendments thereto to date; and

     5.  The Registration Statement on Form S-8 filed October 13, 1994 (File
         No. 33-85078).

     In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.

     We are of the opinion that all legal and corporate proceedings necessary
for the issuance of the shares of Common Stock pursuant to the Plan have been
duly taken, and the Common Stock, when issued pursuant to and in accordance with
the terms of the Plan and against payment of the purchase price therefor, will
be legally issued, fully paid and nonassessable.

     We hereby consent to the reference to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.

                                  Very truly yours,



                                  /s/ McDermott, Will & Emery