EXHIBIT 5 [KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP LETTERHEAD] March 10, 1999 Board of Directors The National Registry Inc. 2502 Rocky Point Drive Tampa, Florida 33607 Re: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: In connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by The National Registry Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), the Company's common stock (the "Common Stock") to be issued pursuant to the Company's 1992 Stock Incentive Plan, as amended (the "Plan"), we have examined such corporate records, certificates and other documents, upon which we have relied, and reviewed such questions of law as we have deemed necessary or appropriate for the purpose of this opinion. On the basis of such examination and review, we advise you that the Common Stock issuable under the Plan, subject to the issuance, delivery and payment therefore in the manner contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such opinion and consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP