EXHIBIT 5.1 [Ballard Spahr Andrews & Ingersoll Letterhead Appears Here] July 21, 1997 Corporate Express, Inc. 1 Environmental Way Broomfield, CO 80021 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as special counsel to Corporate Express, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of 10,721,790 shares of common stock of the Company, par value $.0002 per share (the "Shares"), issuable upon the exercise of options granted under the Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors, the Corporate Express, Inc. Supplemental Stock Option Plan, the Distribution Resources Company Stock Option Plan and the Computer Software Inc. Incentive Stock Option Plan (collectively, the "Plans"). In rendering our opinion, we have reviewed such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the Shares, when issued upon exercise of options granted under the Plans, in accordance with the terms thereof, will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll Ballard Spahr Andrews & Ingersoll