Exhibit 5

                   LEGAL OPINION OF STEPHEN V.R. WHITMAN, ESQ.


                                 March 30, 1999

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

                            Re: Hagler Bailly, Inc.
   Employee Incentive and Non-Qualified Stock Option and Restricted Stock Plan
                       Registration Statement on Form S-8


Gentlemen and Ladies:

                  I am Senior  Vice  President  and  General  Counsel  to Hagler
Bailly,  Inc., a Delaware  corporation (the "Company").  This opinion letter has
been  prepared in  connection  with the  Company's  registration,  pursuant to a
registration  statement  on Form S-8  filed  with the  Securities  and  Exchange
Commission  on or about  the date  hereof  (the  "Registration  Statement"),  of
1,800,000  shares (the "Shares") of common stock,  $.01 par value per share,  of
the Company (the  "Common  Stock")  issuable  upon the award of shares of Common
Stock  conditioned upon the attainment of specified  performance  goals or other
factors  ("Restricted  Stock") or upon the exercise of options  granted or to be
granted pursuant to the Company's  Employee  Incentive and  Non-Qualified  Stock
Option and Restricted Stock Plan (the "Plan"). This letter is furnished pursuant
to the  requirements  of  Item  601(b)(5)  of  Regulation  S-K,  17  C.F.R.  ss.
229.601(b)(5), in connection with such registration.

                  I  am  familiar  with  the  Company's  corporate  affairs  and
particularly  with the Plan.  Based upon the above, I am of the opinion that the
Shares, when issued and delivered in the manner and on the terms contemplated in
the  Registration  Statement and the Plan (with the Company having  received the
consideration therefor, the form of which is in accordance with applicable law),
will be validly issued, fully paid and non-assessable.

                  I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.  Nothing herein shall be construed to cause me to be
considered an "expert" within the meaning of Section 11 of the Securities Act of
1933, as amended, or the rules thereunder.




Very truly yours,

/s/ Stephen V.R. Whitman
Senior Vice President and General Counsel