Exhibit 5
August 4, 2000
New England Business Service, Inc.
500 Main Street
Groton, MA 01471
Ladies and Gentlemen:
This opinion is being furnished in connection with a registration
statement on Form S-8 and all exhibits thereto (the "Registration
Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, for the registration of 105,083
shares of Common Stock, par value $1.00 per share (the "Shares"),
of New England Business Service, Inc., a Delaware corporation
(the "Company"). The Shares are to be issued pursuant to the
exercise of a stock options granted under the NEBS 2000 Stock
Option Plan for PremiumWear Employees (the "Plan").
I am General Counsel of the Company and am familiar with the
action taken by the Company in connection with the Plan. For
purposes of this opinion, I have examined the Registration
Statement, the Plan and such other documents, records,
certificates and other instruments as I have deemed necessary.
I express no opinion as to the applicability of, compliance with
or effect of federal law or the law of any jurisdiction other
than the General Corporation Law of the State of Delaware.
Based on the foregoing, I am of the opinion that the issuance of
the Shares has been duly authorized by all necessary corporate
action of the Company and, when issued and sold in accordance
with the terms of the Plan, the Shares will be validly issued,
fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in
connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
/s/ Craig Barrows
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CRAIG BARROWS
General Counsel
New England Business Service, Inc.
