Exhibit 5

                             MCLAUGHLIN & STERN, LLP
                               260 MADISON AVENUE
                            NEW YORK, NEW YORK 10016
                                 (212) 448-1100
                               FAX (212) 448-0066
RICHARD J. BLUMBERG                                          MILLBROOK OFFICE
Direct Phone: (212) 448-6205                                 Franklin Avenue
                                                              P.O. Box 1369
                                                       Millbrook, New York 12545
                                                             (914) 677-5700
                                                           Fax (914) 677-0097
                                                           

                                                December 17, 1998

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

                  Re:      X-ceed, Inc.

Gentlepersons:

                  We have acted as counsel to X-ceed,  Inc. in  connection  with
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 as we deemed  necessary,  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 98,875  Shares of Common Stock  offered by four selling
shareholders  constituting  a portion of the offering  being so registered  have
been duly authorized and validly issued, are fully paid and non-assessable.

                  3. With  respect to the  200,000  shares of the  Common  Stock
which  are  subject  to  issuance  upon  exercise  of  warrants  by two  selling
shareholders (also constituting a portion of this offering),  said shares,  upon
payment of the consideration required to exercise such warrants, will be validly
issued, fully paid and non-assessable.

                  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