Exhibit 5

                             MCLAUGHLIN & STERN, LLP
                               260 MADISON AVENUE
                                   18TH FLOOR
                            NEW YORK, NEW YORK 10016
                                 (212) 448-1100
                               FAX (212) 448-0066

                               Richard J. Blumberg
                          Direct Phone: (212) 448-6205

     New Jersey Office                                      Millbrook Office
   411 Hackensack Avenue                                    Franklin Avenue
Hackensack, New Jersey 07601                                 P.O. Box 1369
     (201) 488-1105                                    Millbrook, New York 12545
   Fax (201) 488-3679                                       (914) 677-5700
                                                          Fax (914) 677-0097


                                          June 16, 1998


United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:      X-ceed, Inc.

Gentlepersons:

                  Reference  is made to the  Registration  Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange Commission
by X-ceed, Inc. (the "Company").

                  We hereby advise you that we have examined originals or copies
certified to our  satisfaction  of the Company's  Certificate of  Incorporation,
minutes of the  meetings of the Board of  Directors  and  Shareholders  and such
other documents and instruments,  and we have made such examination of law as we
have deemed appropriate as a basis for the opinions hereinafter expressed.

                  Based on the foregoing, we are of the opinion that:

                  1. The  Company  has been  duly  incorporated  and is  validly
existing and in good standing under the laws of the State of Delaware.

                  2. The  100,000  Shares of Common  Stock  (the  subject of the
Registration  Statement on Form S-3) subject to the exercise of options pursuant
to the terms of the  options  granted to the  Selling  Shareholders  will,  upon
issuance and the payment of the consideration provided to exercise such options,
be validly issued, fully paid and non-assessable.

                  In addition,  we hereby  consent to the reference to this Firm
in this  Registration  Statement and to the filing of this opinion as an Exhibit
to the Registration Statement.

                                            Very truly yours,

                                            /s/ McLaughlin & Stern, LLP
                                            McLAUGHLIN & STERN, LLP