1
             [AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]



                                  June 1, 2001


Century Business Services, Inc.
6480 Rockside Woods Boulevard, South
Suite 330
Cleveland, OH  44131

Ladies and Gentlemen:

         We have acted as counsel to Century Business Services, Inc., a Delaware
corporation (the "COMPANY"), in connection with the registration, pursuant to a
registration statement on Form S-8 (the "REGISTRATION Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "ACT"), of up to 1,000,000 shares (the "SHARES") of the Company's
common stock, par value $0.01 per share ("COMMON STOCK"), to be issued under the
Company's Employee Stock Investment Plan (the "INVESTMENT PLAN").

         We have examined originals or certified copies of such corporate
records of the Company and other certificates and documents of officials of the
Company, public officials and others as we have deemed appropriate for purposes
of this letter. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
authentic original documents of all copies submitted to us as conformed and
certified or reproduced copies.

         Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
when the Shares are issued and delivered as described in the Investment Plan,
the Shares will be duly authorized, validly issued, fully paid and
non-assessable.

         The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

A.       We express no opinion as to the laws of any jurisdiction other than any
         published constitutions, treaties, laws, rules or regulations or
         judicial or administrative decisions

   2

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Century Business Services, Inc.
June 1, 2001
Page 2


         ("LAWS") of (i) the laws of the General Corporation Law of the State of
         Delaware or (ii) the Federal Laws of the United States of America.

B.       This law firm is a registered limited liability partnership organized
         under the laws of the State of Texas.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act and the rules and regulations thereunder.


                                    Sincerely,


                                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.


                                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.