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                                                                       Exhibit 5



                                  March 1, 1999


Conley, Canitano & Associates, Inc.
5800 Landerbrook Drive
Mayfield Heights, Ohio  44124

                  Re:      5,000,000 Shares of Common Stock,
                           no par value, of Conley, Canitano &
                           Associates, Inc. to Be Offered Through Underwriters
                           ---------------------------------------------------

 Gentlemen:

                  We are acting as counsel for Conley, Canitano & Associates,
 Inc., an Ohio corporation (the "Corporation"), in connection with (i) the
 issuance and sale of 4,000,000 shares of Common Stock, no par value, of the
 Corporation (the "Primary Shares") in accordance with the Underwriting
 Agreement (the "Underwriting Agreement") among the Corporation, the
 shareholders of the Corporation named in Schedule II to the Underwriting
 Agreement (collectively, the "Selling Shareholders"), and the Representatives
 of the several Underwriters named in Schedule I to the Underwriting Agreement
 (collectively, the "Underwriters"), (ii) the sale by the Selling Shareholders
 identified on ATTACHMENT A hereto of up to 20,010 shares of Common Stock, no
 par value, of the Corporation and (iii) the sale by the remaining Selling
 Shareholders of up to 979,990 shares of Common Stock, no par value, of the
 Corporation ((ii) and (iii) collectively, the "Secondary Shares") in accordance
 with the Underwriting Agreement.

                  We have examined such documents, records and matters of law as
 we have deemed necessary for purposes of this opinion, and based thereon we are
 of the opinion that:

                  1. The Primary Shares are duly authorized and, when issued and
 delivered to the Underwriters pursuant to the Underwriting Agreement against
 payment of the consideration therefor as provided therein, will be validly
 issued, fully paid and nonassessable.

                  2. The Secondary Shares to be sold by the Selling Shareholders
 identified on ATTACHMENT A hereto are duly authorized and, when issued and
 delivered in accordance with the terms of the respective option agreements
 between the Corporation and such Selling Shareholders, will be validly issued,
 fully paid and nonassessable.

                  3. The remainder of the Secondary Shares are duly authorized,
 validly issued, fully paid and nonassessable.

               



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Conley, Canitano & Associates, Inc
March 1, 1999
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                  We hereby consent to the filing of this opinion as Exhibit 5
 to the Registration Statement No. 33-59909 on Form S-1 filed by the Corporation
 to effect registration of the Primary Shares and the Secondary Shares under the
 Securities Act of 1933, as amended (the "Registration Statement"), and to the
 reference to us under the caption "Legal Matters" in the Prospectus comprising
 a part of the Registration Statement.




                                             Very truly yours,



                                             Jones, Day, Reavis & Pogue


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                                  ATTACHMENT A
                                  ------------

 1.      Option Agreement, dated April 3, 1998, between Brent Bearden and
         Conley, Canitano & Associates, Inc.

 2.      Option Agreement, dated April 3, 1998, between John Gravitt and Conley,
         Canitano & Associates, Inc.

 3.      Option Agreement, dated April 3, 1998, between Claudia Kendler and
         Conley, Canitano & Associates, Inc.

 4.      Option Agreement, dated April 3, 1998, between Laura McDonel and
         Conley, Canitano & Associates, Inc.

 5.      Option Agreement, dated April 3, 1998, between Bryan Pepper and Conley,
         Canitano & Associates, Inc.

 6.      Option Agreement, dated April 3, 1998, between Rob Peterson and Conley,
         Canitano & Associates, Inc.

 7.      Option Agreement, dated April 3, 1998, between Ted Renneker and Conley,
         Canitano & Associates, Inc.