Exhibit 5

                    [LETTERHEAD OF SACHNOFF & WEAVER, LTD.]





                                March 31, 1999


The Metzler Group, Inc.
615 North Wabash Avenue
Chicago, IL 60611

     Re:  Post Effective Amendment to Registration Statement on Form S-8

Gentlemen:

     We have acted as counsel for The Metzler Group, Inc. (the "Company") in 
connection with the preparation and filing of Post Effective Amendment No. 1 to
the Registration Statement on Form S-8 (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission to effect the
registration, pursuant to the Securities Act of 1933, of 4,200,000 shares of
common stock, $0.01 par value (the "Common Stock"), which may be offered by the
Company under its Long-Term Incentive Plan.

     In connection with this opinion, we have relied as to matters of fact, 
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and statements of directors, officers and employees of,
and the accountants for, the Company. We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate and 
other instruments, documents and records as we have deemed relevant and 
necessary to examine for the purpose of this opinion, including the Plan. In 
addition, we have reviewed such questions of law as we have considered necessary
and appropriate for the purposes of this opinion.

     We have assumed the accuracy and completeness of all documents and records 
that we have reviewed, the genuineness of all signatures, the due authority of 
the parties signing such documents, the authenticity of all documents submitted 
to us as originals, the conformity to original documents of all the documents 
submitted to us as certified or photostatic copies and the authenticity of the 
originals of such latter documents.

 
The Metzler Group, Inc.
March 31, 1999
Page 2


     Based upon and subject to the foregoing, we advise you that, in our 
opinion, the shares of Common Stock proposed to be offered by the Company as set
forth in the Registration Statement have been duly authorized and, when issued 
and sold as set forth in the Registration Statement, and in accordance with The 
Metzler Group, Inc. Long-Term Incentive Plan referred to in the Registration 
Statement, such shares will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
above-referenced Registration Statement. In giving this consent, we do not 
hereby admit that we are in the category of persons whose consent is required 
under Section 7 of the Securities Act of 1933 or the rules and regulations of 
the Securities and Exchange Commission.

     We express no opinions as to matters under or involving any laws other than
the laws of the State of Illinois, the federal laws of the United States of 
America, and the General Corporation Law of the State of Delaware.

                                      Very truly yours,



                                      /s/ Sachnoff & Weaver, Ltd.
                                      ---------------------------------
                                      SACHNOFF & WEAVER, LTD.

                                       2