1
                                                                       EXHIBIT 5
                             Bingham, Dana & Gould
                               150 Federal Street
                          Boston, Massachusetts 02110




                               November 17, 1995




Media Logic, Inc.
310 South Street
Plainville, Massachusetts  02762

        Re:  Registration Statement on Form S-3 
             Under the Securities Act of 1933, as Amended
             --------------------------------------------

Ladies and Gentlemen:

        We have acted as counsel to Media Logic, Inc., a Massachusetts
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 130,909 shares of the
Company's Common Stock, $0.01 par value per share (the "Shares"), pursuant to a
Registration Statement on Form S-3 (as amended from time to time, the
"Registration Statement"), initially filed by the Company with the Securities
and Exchange Commission on November 17, 1995.  The Shares were issued by the
Company in a private placement to Advent International Corporation in September
1995 as consideration for services rendered to the Company.

        We have acted as counsel to the Company in connection with the
foregoing registration of the Shares.  We have also examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of such corporate records, documents, agreements and other instruments and
certificates, and have made such investigation of law, and have discussed with
officers and representatives of the Company such questions of fact, as we have
deemed necessary or appropriate to enable us to express the opinions rendered
hereby.

        We have assumed the genuineness of all signatures, the conformity to
the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form,
and the legal competence of each individual executing a document.

        We have also assumed that the registration requirements of the Act and
all applicable requirements of state laws regulating the sale of securities
will have been duly satisfied.


                                     A-1
   2

        This opinion is limited solely to the laws of the Commonwealth of
Massachusetts (other than the Massachusetts Uniform Securities Act, as to which
we express no opinion) as applied by courts located in such Commonwealth.

        Based upon the foregoing, we are of the opinion that the Shares were
validly issued and are fully paid and non-assessable.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement.

                                        Very truly yours,


                                        /s/ Bingham, Dana & Gould
                                        ---------------------------------------
                                        BINGHAM, DANA & GOULD



                                     A-2