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                                                                       Exhibit 5

[HARWELL HOWARD HYNE GABBERT & MANNER, P.C. LOGO]




            [HARWELL HOWARD HYNE GABBERT & MANNER, P.C. LETTERHEAD]




                                  May 26, 1999


Private Business, Inc.
9010 Overlook Boulevard
Brentwood, Tennessee 37027

Ladies and Gentlemen:

         We have acted as special counsel to Private Business, Inc. (the
"Company") in connection with the registration of the Company's Non-Qualified
Stock Option Agreements pursuant to a registration statement on Form S-8, as
filed with the Securities and Exchange Commission (the "Registration
Statement"). This firm hereby consents to the filing of this opinion as an
exhibit to the Registration Statement and with agencies of such states and other
jurisdictions as may be necessary in the course of complying with the laws of
such states and jurisdictions regarding the offering and sale of the stock in
accordance with the Registration Statement.

         We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company and
of public officials, and such other information as we have deemed necessary for
purposes of rendering this opinion.

         In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents; and
(ii) that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver and
perform their respective obligations thereunder.

         On the basis of such review, but subject to the limitations expressed
herein, we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when sold as contemplated under
the Registration Statement, be legally issued, fully paid and non-assessable.

         Our opinion herein is limited solely to the laws of the United States
of America and the corporate law of the State of Tennessee. In rendering the
opinion set forth herein, we have relied upon the documents referenced above and
have made no independent verification or investigation of factual matters
pertaining thereto or to the Company. The opinion expressed herein is subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws now or hereafter in effect relating to or
affecting the rights of creditors generally, judicial discretion, and equitable
principles whether applied pursuant to a proceeding at law or in equity; and no
opinion is expressed with respect to the availability of equitable remedies.

                                            Very truly yours,

                                            HARWELL HOWARD HYNE
                                            GABBERT & MANNER, P.C.

                                            /s/ Harwell Howard Hyne
                                                Gabbert & Manner, P.C.





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1800 FIRST AMERICAN CENTER 315 DEADERICK STREET NASHVILLE, TENNESSEE 37238-1800
615-256-0500     FAX 615-251-1059