Exhibit 5
                                                                       ---------
                         NUTTER, McCLENNEN & FISH, LLP

                                ATTORNEYS AT LAW

                            ONE INTERNATIONAL PLACE
                       BOSTON, MASSACHUSETTS  02110-2699

           TELEPHONE:  617-439-2000          FACSIMILE:  617-973-9748

CAPE COD OFFICE                                               DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS


                                        July 22, 1998


Carey International, Inc.
4530 Wisconsin Avenue, N.W.
Washington D.C. 20016

Gentlemen/Ladies:

         Reference is made to the registration statement on Form S-8 (the
"Registration Statement") which Carey International, Inc. (the "Company") is
filing concurrently herewith with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, (the "Securities Act"), with respect to
900,000 shares of the Company's common stock, $0.01 par value per share (the
"Common Stock"), issuable pursuant to the Company's 1997 Equity Incentive Plan,
as amended to date (the "Plan"), and an indeterminate number of shares of such
Common Stock which may be issued or become issuable under the Plan by reason of
stock dividends, stock splits or other recapitalizations executed hereafter.

         We have acted as legal counsel for the Company in connection with the
adoption of the Plan, are familiar with the Company's Certificate of
Incorporation and By-laws, both as amended to date (collectively, the
"Organizational Documents"), and have examined such other documents as we deemed
necessary for this opinion.  Based upon the foregoing, we are of the opinion
that:

         1.   When issued and paid for in compliance with the terms of the Plan,
the Organizational Documents (as amended through the various dates of issuance)
and the Delaware General Corporation Law, the 900,000 shares of Common Stock
referred to above will be duly and validly issued, fully paid and non-
assessable; and

         2.   The additional shares of Common Stock which may become issuable
under the Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plan and upon compliance with the applicable provisions of law and
of the Organizational Documents (as amended through the various dates of
issuance), will be duly and validly issued, fully paid and non-assessable.

         We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any amendments
thereto. It is understood that this opinion letter is to be used in connection
with the offer and sale of the aforesaid shares only while the Registration
Statement, as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act, is effective under the Securities Act.

                                        Very truly yours,


                                        /s/ Nutter, McClennen & Fish, LLP

                                        Nutter, McClennen & Fish, LLP