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                          [Winston & Strawn Letterhead]

                                                 November 25, 1996

Network Six, Inc.
475 Kilvert Street
Warwick, RI 02886

          Re:  Registration Statement on Form S-8 of Network Six, Inc.
               (the "Registration Statement")
               -------------------------------------------------------

Ladies and Gentlemen:

     We have acted as special counsel for Network Six, Inc., a Rhode Island
corporation (the "Company"), in connection with the registration on Form S-8 of
the offer and sale of up to 400,000 shares (the "Shares") of the Company's
Common Stock, par value $.10 per share, issuable upon exercise of certain stock
options or other awards (collectively, the "Options") that may be issued
pursuant to the Non-Employee director Stock Option Plan and the 1993 Incentive
Stock Option Plan (collectively, the "Plans").

     This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").

     In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction of
(i) the Registration Statement, as filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Articles of Incorporation
of the Company, as currently in effect; (iii) the By-Laws of


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the Company, as currently in effect; and (iv) resolutions of the Board of
Directors of the Company relating to, among other things, the issuance of the
Shares and the filing of the Registration Statement. We have also examined such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of such
latter documents. We have also assumed that the company's Board of Directors, or
a duly authorized committee thereof, will have approved the issuance of each
Option prior to the issuance thereof. As to any facts material to this opinion
which we did not independently establish or verify, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.

     Based upon and subject to the foregoing, we are of the opinion that all
Shares issued pursuant to the plans will be, upon payment of the specified
exercise price therefor (if applicable), legally issued, fully paid and
non-assessable.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving such consent, we do not concede
that we are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.

                                        Very truly yours,

                                        /s/ Winston & Strawn