Exhibit 5
August 15, 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 1,000,000 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 an
offering to eligible employees of the Company pursuant to
the 401(k) Plan for Employees of New England Business
Service, Inc. (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.
Based on the foregoing, I am of the opinion that:
1. 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.
2. The written documents constituting the Plan comply in
all material respects with the requirements of the Employee
Retirement Income Security Act of 1974 pertaining to the
Plan. Please note that certain amendments to the Plan will
be required to comply with recent statutory and regulatory
changes, but that the regulatory grace periods for making
such amendments have not yet expired.
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.
