EXHIBIT 5

                           OPINION OF JACKSON WALKER L.L.P.





                                    July 24, 1998


Precept Business Services, Inc.
1909 Woodall Rodgers Freeway, Suite 500
Dallas, Texas  75201

     Re:  Registration Statement on Form S-8 of Precept Business Services, Inc.

Gentlemen:

     We are acting as counsel for Precept Business Services, Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 6,324,901 shares of the Company's Class A Common Stock, par value $0.01 per
share (the "Shares"), in respect of the Precept Business Services, Inc. 1998
Stock Incentive Plan and the Precept Business Services, Inc. 1996 Stock Option
Plan (collectively, the "Plans").  A Registration Statement on Form S-8 covering
the offering and sale of the Shares (the "Registration Statement") is expected
to be filed with the Securities and Exchange Commission (the "Commission") on or
about the date hereof.

     In reaching the conclusions expressed in this opinion, we have examined and
relied upon the originals or certified copies of all documents, certificates and
instruments as we have deemed necessary to the opinions expressed herein,
including the Company's Articles of Incorporation, as amended, the Bylaws of the
Company and copies of the Plans.  In making the foregoing examinations, we have
assumed the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us.

     Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas and the
federal laws of the United States of America, it is our opinion that the Shares,
when sold by the Company in respect of the Plans, will be validly issued, fully
paid and nonassessable.

     We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement.  In giving this consent, we do not 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 promulgated thereunder.

                                       Very truly yours,

                                       /s/ Jackson Walker L.L.P.