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                                                                       EXHIBIT 5



                                                   December 30, 1996



Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110

      Re:      BANK OF BOSTON CORPORATION'S REGISTRATION STATEMENT ON 
               FORM S-8 RELATING TO THE BANK OF BOSTON CORPORATION 
               1996 LONG-TERM INCENTIVE PLAN

      As General Counsel of Bank of Boston Corporation (the "Corporation") and
The First National Bank of Boston (the "Bank"), I, and other attorneys in this
office, have participated with the Corporation, its officers and officers of the
Bank in the preparation for filing with the Securities and Exchange Commission
(the "Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") covering 8,000,000 shares (the "Shares") of the Corporation's Common
Stock, par value $1.50 per share, which Shares may hereafter be acquired by
participants ("Participants") in the Bank of Boston Corporation 1996 Long-Term
Incentive Plan (the "Plan"). In connection with filing the Registration
Statement, the rules and regulations of the Commission require my opinion, in my
capacity as General Counsel of the Corporation, on the matters set forth below.

      In rendering this opinion, I, and other attorneys in this office working
under my supervision, have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Corporation, and have made such investigation of law
and have discussed with the officers of the Corporation and the Bank such
questions of fact as we have deemed necessary or appropriate. In rendering this
opinion, I have relied upon certificates and statements of officers and
directors of the Corporation and the Bank as to factual matters, and have
assumed the genuiness of all documents submitted as copies.

      Based upon and subject to the foregoing, I am of the opinion that the
Shares will be, upon the issuance thereof pursuant to the terms of the Plan,
legally issued, fully paid and non-assessable.


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Bank of Boston Corporation           - 2 -                     December 30, 1996




      I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Interests of Named Experts and Counsel."

                                                    Very truly yours,

                                                    /s/ GARY A. SPIESS
                                                    ------------------------
                                                    Gary A. Spiess
                                                    General Counsel