Exhibit 5

                                Bingham Dana LLP
                               150 Federal Street
                                Boston, MA 02110

                                                     September 29, 1998

Chancellor Corporation
210 South Street
Boston,  MA  02111

Dear Sir or Madam:

         We are acting as counsel to Chancellor Corporation, a Massachusetts
corporation (the "Corporation"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by the Corporation under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, relating to the registration of 5,435,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Corporation. The Shares are to be
issued by the Corporation pursuant to the 1994 Directors' Stock Option Plan and
1997 Stock Option Plan, as amended (collectively, the "Plans").

         For purposes of rendering the opinions set forth herein, we have
reviewed the corporate proceedings and records of the Corporation with respect
to the authorization of the Plans and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.

         As to all factual matters (including factual conclusions and
characterizations and descriptions of purpose, intention or other state of
mind), we have relied upon representations made to us by the Corporation set
forth in the aforesaid certificates, and have assumed, without independent
inquiry, the accuracy of such representations.

         We further assume that (i) all options granted or to be granted
pursuant to the Plans will be granted in accordance with all requisite corporate
action by the Corporation and in accordance with the terms of such Plans, (ii)
all Shares issued upon exercise of options granted or to be granted pursuant to
the Plans will be issued in accordance with the terms of such Plans and the
terms of the related options, and (iii) the respective purchase prices will be
greater than or equal to the par value per share of the Shares.



         Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to the Massachusetts Business Corporation Law as
applied by courts located in the Commonwealth of Massachusetts.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares when issued and delivered upon the exercise of options duly granted
pursuant to the Plans and against the payment of the respective purchase prices
therefor, will be validly issued, fully paid, and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder. The opinions
expressed herein are given as of the date hereof, and we undertake no
obligations hereby and disclaim any obligation to advise your of any changes in
law or fact after the date hereof pertaining to any matter referred to herein.

                                            Very truly yours,

                                            /s/ Bingham Dana LLP

                                            BINGHAM DANA LLP