EXHIBIT 5



     April 25, 1997



     Unisource Worldwide, Inc.
     825 Duportail Road
     Wayne, Pennsylvania  19087

     Re:   Issuance of Shares Pursuant to Registration Statement on Form S-4
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     Gentlemen:

     We have acted as counsel to Unisource Worldwide, Inc., a Delaware
     corporation (the "Company"), in connection with the preparation and filing
     with the Securities and Exchange Commission under the Securities Act of
     1933, as amended (the "Act"), of a Registration Statement on Form S-4 (the
     "Registration Statement") relating to the offering by the Company of an
     aggregate of 5,000,000 shares (the "Shares") of the Company's Common Stock,
     $.001 par value per share, which may be issued from time to time in
     connection with the acquisition by the Company of other businesses, assets
     or securities.

     In so acting, we have examined originals, or copies certified or otherwise
     identified to our satisfaction, of such documents, records, certificates
     and other instruments of the Company as in our judgment are necessary or
     appropriate for purposes of this opinion.  We have assumed that (i) the
     issuance of such Shares will have been duly authorized, the Shares will
     have been reserved for issuance, and certificates evidencing the same will
     have been duly executed and delivered, against receipt of the consideration
     approved by the Board of Directors of the Company or a committee thereof
     which will be not less than the par value thereof, and (ii) the Shares will
     be issued in compliance with applicable federal and state securities laws.

     Based upon the foregoing, we are of the opinion that the Shares, when and
     to the extent issued and sold by the Company, will be duly authorized,
     validly issued, fully paid and non-assessable.

 
     April 25, 1997
     Page 2


     We hereby consent to the use of this opinion as an exhibit to the
     Registration Statement and to the use of our name under the caption "Legal
     Matters" in the Registration Statement.  In giving such consent, we do not
     hereby admit that we are acting within the category of persons whose
     consent is required under Section 7 of the Act and the rules and
     regulations of the Commission thereunder.

     Very truly yours,



     Morgan, Lewis & Bockius LLP