EXHIBIT 5
 
                                                                   July 28, 1995
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
     Re: R. R. Donnelley & Sons Company
           Registration Statement on Form S-8
 
Gentlemen:
 
  I am Senior Vice President and General Counsel of R. R. Donnelley & Sons
Company (the "Company"). In that connection, I am familiar with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
7,500,000 shares of common stock, par value $1.25 per share, of the Company and
preferred stock purchase rights relating to such shares of common stock to be
offered to participants in the Company's 1995 Stock Incentive Plan (the
"Plan"). The terms of the preferred stock purchase rights are set forth in the
Rights Agreement dated July 24, 1986, as amended (the "Rights Agreement"),
between the Company and Morgan Shareholder Services Trust Company, as Rights
Agent.
 
  I am also familiar with the Certificate of Incorporation and the By-Laws of
the Company and all amendments thereto and resolutions of the Board of
Directors of the Company relating to the Plan and the Registration Statement.
 
  In this connection, I have examined or caused to be examined and am familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of all such records of the Company and others as I have deemed necessary or
appropriate as a basis for the opinions set forth herein. In my examination I
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinion expressed herein which were not independently
established or verified by me, I have relied upon statements and
representations of certain officers and other representatives of the Company
and others.
 
  Based upon the foregoing, I am of the opinion that:
 
    1. The Company is duly incorporated and validly existing under the laws
  of the State of Delaware.
 
    2. If the Company's Board of Directors or a duly authorized committee
  thereof authorizes the issuance of authorized and unissued shares of common
  stock for the consideration (but not less than the par value) provided in
  the Plan, such shares will, when certificates representing such shares
  shall have been duly executed, countersigned and registered and duly
  delivered against the receipt by the Company of the consideration provided
  in the Plan, be legally issued, fully paid and non-assessable.
 
    3. If the Company legally and validly reacquires its issued and
  outstanding shares of common stock and thereafter, pursuant to the
  authorization by the Board of Directors or a duly authorized committee
  thereof, resells such issued but not outstanding shares for the
  consideration provided in the Plan, such shares will, upon delivery against
  receipt by the Company of the consideration provided in the Plan, be
  legally issued, fully paid and non-assessable.
 
    4. The preferred stock purchase rights associated with the shares of
  common stock referred to in paragraph 2 will be legally issued when (i)
  such rights have been duly issued in accordance with the terms of the
  Rights Agreement and (ii) such shares have been duly issued and paid for as
  set forth in paragraph 2.
 
    5. The preferred stock purchase rights associated with the shares of
  common stock referred to in paragraph 3 are legally issued.
 
  I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of shares of common stock.
 
  This opinion is limited to the General Corporation Law of the State of
Delaware.
 
  I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
 
                                          Sincerely,
 
                                          Thomas J. Quarles