1
                                                                       EXHIBIT 5

                      [KATTEN MUCHIN & ZAVIS LETTERHEAD]

                               October 6, 1995



Advance Ross Corporation
233 South Wacker Drive
Suite 9700
Chicago, Illinois  60606-6502


Gentlemen:

         We have acted as counsel to Advance Ross Corporation, a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
registration statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), registering for sale 100,000
shares of the Company's Common Stock ("Common Stock") which are issuable under
the Advance Ross Corporation 1995 Directors Deferral Plan, 1993 Advance Ross
Corporation Stock Option Plan, the Advance Ross Corporation Stock Option Plan
and the Advance Ross/Europe Tax-Free Shopping AB Stock Option Plan (the
"Plans").

         In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the following:

         1.      the Registration Statement;

         2.      the Plans;

         3.      the Restated Certificate of Incorporation, as amended, of the
                 Company;

         5.      the By-laws, as amended, of the Company;

         6.      copies of certain corporate records of the Company;

         7.      certificates of officers, representatives and agents of the
                 Company and resolutions of the Board of Directors of the
                 Company, and we have assumed that all of the representations
                 contained therein are accurate and complete; and
   2



Advance Ross Corporation
October 6, 1995
Page 2


         8.      such other instruments, documents, statements and records of
                 the Company and others as we have deemed relevant and
                 necessary to examine and rely upon for the purpose of this
                 opinion.

         In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the authenticity of the documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies.  We
have further assumed that all natural persons involved in the transactions
contemplated by the Registration Statement (the "Offering") have sufficient
legal capacity to enter into and perform their respective obligations and to
carry out their roles in the Offering.

         Based upon the foregoing, we are of the opinion that the 100,000
shares of Common Stock issuable under the Plans, when issued and delivered by
the Company in accordance with the terms of the Plans, will be validly issued,
fully paid and nonassessable securities of the Company.

         We are qualified to practice law in the State of Illinois, and we do
not purport to be experts in and do not express any opinion herein concerning
law other than the laws of the State of Illinois, the Delaware General
Corporation Law and the United States of America.  We express no opinion herein
concerning any statutes, administrative decisions, rules or regulations of any
county, municipality or special political subdivision, whether created or
enabled through legislative action at the federal, state or regional level.
This opinion is given to you as of the date hereof, and we assume no obligation
to advise you of changes that may hereafter be brought to our attention.  We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.  This opinion is rendered solely for purposes of the Offering and
should not be relied upon for any other purpose.

                                                   Very truly yours,

                                                   /s/ KATTEN MUCHIN & ZAVIS

                                                   KATTEN MUCHIN & ZAVIS