Exhibit 5



                               March 6, 1998




Xionics Document Technologies Inc.
70 Blanchard Road
Burlington, MA 01803

      Re:  Registration Statement on Form S-8
           Under the Securities Act of 1933, as Amended

Ladies and Gentlemen:

     We have acted as counsel for Xionics Document Technologies Inc., a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 proposed to be filed with the Securities and
Exchange Commission on or about March 6, 1998 (the "Registration
Statement").

     The Registration Statement covers the registration of 350,000 shares of
common stock, $.01 par value per share, of the Company (the "Shares"), which
may be issued by the Company upon exercise of stock options, granted or to be
granted pursuant to the Company's 1996 Director Stock Option Plan (the
"Plan").

     We have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the Plans and the issuance of the Shares
thereunder. We have also examined and relied upon originals or copies of such
agreements, instruments, corporate records, certificates, and other documents
as we have deemed necessary or appropriate to enable us to express the opinions
rendered hereby. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.

     We further assume that all Shares issued upon exercise of options granted
or to be granted pursuant to the Plan, will be issued in accordance with the
terms of such options and the Plan.

     Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the Delaware General Corporation Law as applied by
courts located in Delaware, to the extent that it may apply to or govern the
transactions that are the subject of this opinion.




     Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of stock options, duly
granted pursuant to the Plan and paid for in accordance with the provisions of
the Plan and the grant, will be validly issued, fully paid, and
non-assessable.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.

                                    Very truly yours,


                                    /s/ Bingham Dana LLP


                                    BINGHAM DANA LLP