EXHIBIT 5

Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA  19103-6993


December 6, 1996


IBAH, Inc.
Four Valley Square
512 Township Line Road
Blue Bell, PA  19422

Re:  IBAH, Inc.
     Registration Statement on Form S-3
     ----------------------------------

Ladies and Gentlemen:

We have acted as counsel to IBAH, Inc., a Delaware corporation (the "Company"),
in connection with the preparation of the subject Registration Statement on Form
S-3 (the "Registration Statement"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the offering of up to 3,059,071 shares (the "Shares") of the Company's common
stock, par value $0.01 per share, which are owned by the selling stockholders
listed in the Registration Statement under "Selling Stockholders" (collectively,
the "Selling Stockholders"), and may be offered from time to time by the Selling
Stockholders.

In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement; (b) the Company's Certificate of Incorporation, as amended; (c) the
Company's By-Laws; (d) certain records of the Company's corporate proceedings as
reflected in its minute and stock books; and (e) such records, documents,
statutes and decisions as we have deemed relevant.  In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original of all
documents submitted to us as copies thereof.

Based upon the foregoing, we are of the opinion that the Shares are validly
issued, fully paid and nonassessable.

Our opinion set forth above is limited to the Delaware General Corporation Law,
as amended.

We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement.  In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

The opinion expressed herein is solely for your benefit, and may be relied upon
only by you.



Very truly yours,
/s/Morgan, Lewis & Bockius LLP