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                                                                      Exhibit 5






                                                        May 23, 1997



Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, CA 92121

Re:  Registration Statement on Form S-1 (Registration No. 333-25243) Relating to
     Shares of the Common Stock, $.01 par value, of Metrika Systems Corporation
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Ladies and Gentlemen:

     I am General Counsel to Metrika Systems Corporation, a Delaware corporation
(the "Company"), and have acted as counsel in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-1
(the "Registration Statement"), of shares of the Company's Common Stock, $.01
par value per share (the "Common Stock") with a proposed maximum aggregate
offering price of $51,060,000. Such shares, together with any shares of Common
Stock registered under a registration statement related to the offering
contemplated by the Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act (a "462(b) Registration
Statement"), are collectively referred to herein as the "Shares."

     I or a member of my legal staff have reviewed the corporate proceedings
taken by the Company with respect to the authorization of the issuance of the
Shares. I or a member of my legal staff have also examined and relied upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of the Company
and have made all investigations of law and have discussed with the Company's
representatives all questions of fact that I have deemed necessary or
appropriate.

     Based upon and subject to the foregoing, I am of the opinion that:

     1.   The Company is a corporation duly organized, validly existing and in
corporate good standing under the laws of the State of Delaware.


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     2.   The issuance and sale of the Shares registered pursuant to the
Registration Statement have been duly authorized by the Company and the issuance
and sale of the Shares registered pursuant to a 462(b) Registration Statement
will have been duly authorized by the Company prior to their issuance and sale.

     3.   The Shares, when issued and sold in accordance with the provisions of
the Underwriting Agreement between the Company and the several Underwriters
named on Schedule I thereto (in the form of Exhibit 1 to the Registration
Statement) will be validly issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement or any 462(b) Registration Statement.


                                          Very truly yours,

   
                                          /s/ Seth H. Hoogasian
    

                                          Seth H. Hoogasian
                                          General Counsel