Exhibit 5


                           April 27, 1998



The Board of Directors
of Datamark Holding, Inc.
448 East 6400 South, Suite 400
Salt Lake City, Utah  84107

         Re:      Datamark Holding, Inc.
                  Registration Statement on Form S-8

Gentlemen:

         As counsel to  Datamark  Holding,  Inc.,  a Delaware  corporation  (the
"Company"),  in connection with the Company's Registration Statement on Form S-8
(the "Registration  Statement") to be filed under the Securities Act of 1933, as
amended,  for  registration of 2,500,000  shares (the "Shares") of common stock,
$0.0001 par value, of the Company to be offered,  sold and issued by the Company
pursuant to the Amended and Restated Datamark Holding,  Inc. Incentive Plan (the
"Plan"), we have examined the originals or certified,  conformed or reproduction
copies of all such  records,  agreements,  instruments  and documents as we have
deemed  necessary  as the basis for the opinion  expressed  herein.  In all such
examinations,  we have assumed the  genuineness of all signatures on original or
certified  copies and the  conformity  to  original or  certified  copies of all
copies  submitted  to us as  conformed  or  reproduction  copies.  As to various
questions of fact relevant to the opinion hereinafter expressed,  we have relied
upon certificates of public officials and statements or certificates of officers
or representatives of the Company and others.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when issued in accordance with the terms and conditions of the Plan and
pursuant to the Registration  Statement,  will be legally issued, fully paid and
nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,

                                       /s/ Parr, Waddoups, Brown, Gee & Loveless

                                       PARR, WADDOUPS, BROWN, GEE & LOVELESS