EXHIBIT 5









                              September 5, 1995


Imtec, Inc.
One Imtec Lane
Bellows Falls, Vermont  05101

     Re:  Registration of 200,000 shares of Common Stock, 
          par value $.01 per share, under the Securities Act of 1933, 
          as amended

Ladies and Gentlemen:

     In our capacity as counsel to Imtec, Inc., a Delaware corporation (the 
"Company"), we have been asked to render this opinion in connection with a 
Registration Statement on Form S-8 being filed contemporaneously herewith by 
the Company with the Securities and Exchange Commission under the Securities 
Act of 1933, as amended (the "Registration Statement"), covering an aggregate 
of 200,000 shares of Common Stock, par value $.01 per share, of the Company 
(the "Stock") to be issued upon the exercise of options heretofore granted or 
which may be granted subsequent hereto to acquire shares of Common Stock 
under the Company's 1993 Stock Option Plan (the "Plan").

     In that connection, we have examined the Certificate of Incorporation, 
as amended, and the By-Laws, as amended, of the Company, the Registration 
Statement, the Plan, corporate proceedings of the Company relating to the 
issuance of the Stock pursuant to the Plan, and such other instruments and
documents as we deemed relevant under the circumstances.

     In making the aforesaid examinations, we have assumed the genuineness of 
all signatures and the conformity to original documents of all copies 
furnished to us as photostatic copies.  We have also assumed that the 
corporate records furnished to us by the Company include all corporate 
proceedings taken by the Company to date.

     Based upon and subject to the foregoing, we are of the opinion that the 
Stock has been duly and validly authorized and, when issued and paid for as 
described in the Plan, will be duly and validly issued, fully paid and 
non-assessable.

     We hereby consent to the use of our opinion as herein set forth as an 
exhibit to the Registration Statement.

                                   Very truly yours,

                                   PARKER DURYEE ROSOFF & HAFT


                                By:/s/Ira Roxland                              
                                   -------------------
                                   A Member of the Firm