EXHIBIT 5



December 28, 2001


Comshare, Incorporated
555 Briarwood Circle
Ann Arbor, Michigan 48108

                  Re:      Employee Stock Purchase Plan

Ladies and Gentlemen:

         We have served as counsel to Comshare, Incorporated, a Michigan
corporation (the "Company") in connection with the preparation of the
Registration Statement (Form S-8) to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), providing for the sale by the Company in the manner described in the
Registration Statement, of up to 800,000 shares of the Company's Common Stock,
$1.00 par value per share (the "Common Stock"), under the Company's Employee
Stock Purchase Plan.

         We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.

         Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that the 800,000 shares of Common
Stock, when sold in the manner described in the Registration Statement, will be
validly issued, fully paid and nonassessable.

         We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not concede that we are
experts within the meaning of the Act or the rules or regulations thereunder or
that this consent is required by Section 7 of the Act.

                                        Sincerely,

                                        DYKEMA GOSSETT PLLC

                                        /s/ Thomas S. Vaughn
                                        ----------------------
                                        Thomas S. Vaughn



                                       7