EXHIBIT 5

               OPINION OF ATLAS, PEARLMAN, TROP & BORKSON, PA.

                     ATLAS, PEARLMAN, TROP & BORKSON, P.A.
                                ATTORNEYS AT LAW

                           Direct Line: (954) 766-7816




                                 March 31, 1997


Workforce Systems Corp.
269 Cusick Road
Suite C-2
Alcoa, Tennessee 37701

      Re:   Workforce Systems Corp. (the "Company")
            Registration Statement
            on Form SB-2 (File No. 333-11169)

Dear Sir/Madam:

      We have acted as special  counsel to Workforce  Systems  Corp.,  a Florida
corporation,  in  connection  with the  registration  by the  Company of 325,334
shares of Common Stock, par value $.001 per share (the  "Securities") to be sold
by  certain  Selling  Securityholders  as set  forth in the  above  Registration
Statement.

      In our  capacity as such  counsel to the  Company,  we have  examined  the
original  or  certified  copies of all such  records of the Company and all such
agreements,  certificates  of public  officials,  certificates  of  officers  or
representatives  of the Company and others,  and such other documents as we deem
relevant  and  necessary  as a basis  for the  opinions  hereinafter  expressed,
including the instruments  and agreements  pursuant to which the Securities were
issued. In such examination we have assumed the genuineness of all signatures on
original  documents  and the  conformity  to  original  documents  of all copies
submitted to us as conformed or  photostat  copies.  As to various  questions of
fact material to such opinions,  we have relied upon  statements or certificates
of officials and representatives of the Company and others.








Workforce Systems Corp.
March 31, 1997
Page 2



      Based upon the foregoing, it is our opinion that:

      1.  The Company is a corporation duly organized and validly existing under
          the laws of the State of Florida; and

      2.  The Securities are legally issued, fully paid and non-assessable.

      We hereby  consent  to the  filing of this  opinion  as an  Exhibit to the
Registration  Statement.  We also  hereby  consent  to the use of our name under
"Legal  Matters"  in  the  Prospectus  constituting  part  of  the  Registration
Statement.

                                Very truly yours,

                                    ATLAS, PEARLMAN, TROP & BORKSON, P.A.





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