OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200



                                                                   June 11, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

                           Re:      Uniforce Services, Inc.
                                    Registration Statement on Form S-8
                                    ----------------------------------

Gentlemen:

                  Reference  is made to the  Registration  Statement on Form S-8
dated June 11, 1997 (the  "Registration  Statement"),  filed with the Securities
and Exchange Commission by Uniforce Services,  Inc., a New York corporation (the
"Company").  The Registration Statement relates to an aggregate of 92,535 shares
(the "Shares") of common stock,  par value $.01 per share (the "Common  Stock").
The Shares will be issued and sold by the Company in  accordance  with the stock
option  agreements by and between the Company and Harry  Maccarrone and Rosemary
Maniscalco (the "Executive Option Agreements").

                  We  advise  you  that we have  examined  originals  or  copies
certified or otherwise  identified to our  satisfaction  of the  Certificate  of
Incorporation  and By-laws of the  Company,  minutes of meetings of the Board of
Directors and stockholders of the Company, the Executive Option Agreements,  the
Prospectus  forming a part of the Registration  Statement relating to the resale
of the Shares (the  "Prospectus"),  and such other  documents,  instruments  and
certificates  of  officers  and   representatives  of  the  Company  and  public
officials,  and we have  made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter expressed. In making such



Securities and Exchange Commission
June 11, 1997
Page -2-

examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the  conformity to original
documents of documents submitted to us as certified or photostatic copies.

                  Based  upon  the  foregoing,  we are of the  opinion  that the
Shares, when issued and paid for in accordance with the terms and conditions set
forth in the Executive Option Agreements, will be duly and validly issued, fully
paid and non-assessable.

                  We consent  to the  reference  to this firm under the  caption
"Legal Matters" in the Prospectus.


                                     Very truly yours,


                                     /s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
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                                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP