EXHIBIT 5




                                  July 9, 1997



Sandata, Inc,
26 Harbor Park Drive
Port Washington, New York 11050

                  Re:  Registration of 1,644,445 Common Shares,
                         par value $.001 per share, under the
                         Securities Act of 1933, as amended

Gentlemen:

     In our capacity as counsel to Sandata,  Inc., a Delaware  corporation  (the
"Company"),  we have been  asked to render  this  opinion in  connection  with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange  Commission under the Securities Act of
1933,  as amended  (the  "Registration  Statement"),  covering an  aggregate  of
1,644,445  Common  Shares,  par  value  $.001 per  share,  of the  Company  (the
"Shares")  to be issued upon the  exercise of options to acquire  Common  Shares
granted  under the  Company's  Employees'  Incentive  Stock  Option  Plan,  1986
Non-Qualified Stock Option Plan and 1995 Stock Option Plan (the "Plans").

     In that connection,  we have examined the Certificate of Incorporation  and
the ByLaws of the Company,  each as amended, the Registration  Statement and the
Plans and are familiar with corporate proceedings of the Company relating to the
adoption of each of the Plans. We have also examined such other  instruments and
documents as we deemed relevant under the cir cumstances.

     For  purposes of the  opinions  expressed  below,  we have  assumed (i) the
authenticity of all documents  submitted to us as original,  (ii) the conformity
to the  originals  of all  documents  submitted  as  certified,  photostatic  or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons,  (iv) the due  authorization,  execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the  proceedings  of the Board of Directors of all minutes of such
proceedings.  We have also assumed that the corporate records furnished to us by
the Company include all corporate proceedings taken by the Company to date.






Sandata, Inc.
July 9, 1997
Page 2

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares have been duly and validly  authorized  and,  when issued and paid for as
described in each of the Plans, will be duly and validly issued,  fully paid and
nonassessable.

     We hereby  consent  to the use of our  opinion  as  herein  set forth as an
exhibit to the Registration Statement.

     This opinion is as of the date hereof, and we do not undertake,  and hereby
disclaim,  any obligation to advise you of any changes in any of the matters set
forth herein.

     We are  rendering  this opinion only as to the matters  expressly set forth
herein, and no opinion should be inferred as to any other matters.

     This  opinion  is for your  exclusive  use only and is to be  utilized  and
relied upon only in connection with the matters expressly set forth herein.


                                     Very truly yours,

                                     /s/ Certilman Balin Adler & Hyman, LLP

                                     CERTILMAN BALIN ADLER & HYMAN, LLP