BISYS GROUP INC, S-8, 1998-10-01

BISYS GROUP INC
S-8, 1998-10-01
COMPUTER PROCESSING & DATA PREPARATION

Previous: INTERACTIVE TECHNOLOGIES CORP INC, 10KSB/A, 1998-10-01

Next: AMERICA ONLINE INC, DEFA14A, 1998-10-01

<PAGE> 1
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
THE BISYS GROUP, INC.
(Exact name of Registrant as specified in its charter)

Delaware 13-3532663
(State or Other (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
150 Clove Road
Little Falls, New Jersey 07424-2136
(Address of Principal Executive Offices) (Zip Code)

----------

THE BISYS GROUP, INC.
ASSUMED EMPLOYEE STOCK OPTIONS
(Full Title of the Plan)

----------

KEVIN J. DELL, ESQ.
Senior Vice President, General Counsel and Secretary
The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424-2136
(Name and address of agent for service)

(973)812-8600
(Telephone number, including Area Code, of Agent for Service)

----------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
Proposed maximum Proposed maximum
offering price per aggregate
Title of securities Amount to be share (2) offering price (2) Amount of
to be registered registered (1) registration fee
=================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.02 par value 148,795 $43.28125 $6,440,034 $1,900
(including Common Stock purchase Shares
rights) (3)
=================================================================================================================
</TABLE>

(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable in connection with the shares registered
hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
that results in an increase in the number of the Company's outstanding
shares of Common Stock.

(2) Calculated pursuant to Rule 457(c) and 457(h) using the average of the high
and low prices reported on the Nasdaq National Market on September 25,
1998.

(3) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.
<PAGE> 2
EXPLANATORY NOTE

This Registration Statement has been prepared in accordance
with the requirements of Form S-8 to register shares of the Registrant's common
stock, $.02 par value ("Common Stock"), issuable pursuant to the exercise of
certain stock options ("Stock Options") held by employees of the Company who
were former employees of Greenway Corporation ("Greenway"). Said Stock Options
were assumed by the Company in connection with the Company's acquisition of
Greenway by merger on September 16, 1998.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Act"), the documents containing the information specified in
this Part I will be sent or given to holders of the Stock Options. These
documents, together with the documents incorporated by reference herein pursuant
to Item 3 of Part II below, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference herein the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):

(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998 (file no. 0-19922), as amended, that contains audited
financial statements for the Registrant's fiscal year ended June 30, 1998;

(b) all other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
Company's fiscal year ended June 30, 1998; and

(c) the description of Common Stock and purchase rights for
shares of Common Stock associated with Common Stock set forth in the Company's
registration statements on Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act and any amendment or report filed for the purpose
of updating such descriptions.

All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is organized under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify any person who is a party (or is threatened to be made
a party) to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may similarly
indemnify such person in the case of actions or suits brought by or in the right
of the corporation, except (unless otherwise ordered by the court) that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation.

A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Any indemnification shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the person has met the
aforesaid standard of conduct. Such determination shall be made (1) by a
majority vote of the directors who were not parties to the action, suit, or
proceeding, whether or not a quorum, or (2) if there are no such directors, or
if such directors so direct, by independent legal counsel in a written opinion,
or (3) by the stockholders. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits, or otherwise, in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith. The statute also provides that it is not exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-laws, agreement, vote of stockholders or disinterested directors or
otherwise. The Registrant's By-Laws provide for the indemnification of its
directors and officers to the fullest extent permitted by law.

Section 102(b)(7) of the Delaware General Corporation Law
allows a Delaware corporation to limit or eliminate the personal liability of
directors to the corporation and its stockholders for monetary damages for
breach of fiduciary duty as a director. However, this provision excludes any
limitation on liability (1) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (2) for acts or omissions not in good faith
or which involved intentional misconduct or a knowing violation of law, (3) for
intentional or negligent payment of unlawful dividends or stock purchases or
redemptions, or (4) for any transaction from which the director derived an
improper benefit. Moreover, while this provision provides directors with
protection against awards for monetary damages for breaches of their duty of
care, it does not eliminate such duty. Accordingly, this provision will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care. Finally,
this provision applies to an officer of a corporation only if he or she is a
director of such corporation and is acting in his or her capacity as director,
and does not apply to officers of the corporation who are not directors.

The Registrant's Certificate of Incorporation provides for the
limitation on liability permitted by Section 102(b)(7). The Registrant maintains
directors and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

2
<PAGE> 4
ITEM 8. EXHIBITS.

Exhibit
Number Description
- ------ -----------

4.1 Amended and Restated Certificate of Incorporation of The BISYS Group,
Inc. (incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8, Registration No. 333-02932).

4.2 Amended and Restated By-laws of The BISYS Group, Inc. (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 Commission File No. 0-19922).

4.3 Agreement and Plan of Merger dated as of August 21, 1998 among the
Registrant, BI-Green Acquisition Corp., Greenway Corporation, and the
stockholders of Greenway Corporation named therein (incorporated herein
by reference to Exhibit No. 2.1 to the Registrant's Current Report on
Form 8-K for the date September 16, 1998, Commission File No. 0-19922).

4.4. Amendment No. 1 dated as of August 31, 1998 to Agreement and Plan of
Merger dated as of August 21, 1998 among the Registrant, BI-Green
Acquisition Corp., Greenway Corporation, and the stockholders of
Greenway Corporation named therein (incorporated herein by reference to
Exhibit No. 2.2 to the Registrant's Current Report on Form 8-K for the
date September 16, 1998, Commission File No. 0-19922).

4.5* Greenway Corporation Discretionary Stock Option Plan.

4.6* Greenway Corporation Nonstatutory Stock Option Plan.

4.7* Form of Greenway Corporation Option Agreement covering stock options
granted by Greenway Corporation prior to August 31, 1998 under
Nonstatutory Stock Option Plan.

4.8* Form of Greenway Corporation Option Agreement covering stock options
granted by Greenway Corporation on August 31, 1998 and subsequent
thereto.

4.9 Rights Agreement dated as of May 8, 1997 by and between The BISYS
Group, Inc. and The Bank of New York, as Rights Agent (including the
form of Rights Certificate as Exhibit A) (incorporated by reference to
Exhibit 2.1 of Form 8-A filed on May 8, 1997 with the Securities and
Exchange Commission, Commission File No. 0-19922).

5* Opinion of Shanley & Fisher, P.C.

23.1* Consent of Shanley & Fisher, P.C. (included in Exhibit 5).

23.2* Consent of PricewaterhouseCoopers LLP.

24* Power of Attorney.

* Filed herewith.

3
<PAGE> 5
ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement;

(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being

4
<PAGE> 6
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

5
<PAGE> 7
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Little Falls, State of New Jersey, on the
29th day of September, 1998.

THE BISYS GROUP, INC.

By: Lynn J. Mangum
-------------------------
Lynn J. Mangum
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----

<S> <C> <C>
Lynn J. Mangum Director, Chairman of the September 29, 1998
- -----------------------------------
Lynn J. Mangum Board and Chief Executive
Officer (principal executive
officer)

Dennis R. Sheehan Executive Vice President and September 29, 1998
- -----------------------------------
Dennis R. Sheehan Chief Financial Officer
(principal financial and
accounting officer)

* Director September 29, 1998
- -----------------------------------
Robert J. Casale

* Director September 29, 1998
- -----------------------------------
Thomas A. Cooper

* Director September 29, 1998
- -----------------------------------
Jay W. DeDapper

* Director September 29, 1998
- -----------------------------------
John J. Lyons

* Director September 29, 1998
- -----------------------------------
Thomas E. McInerney

* Director September 29, 1998
- -----------------------------------
Neil P. Marcous
</TABLE>

6
<PAGE> 8
* Lynn J. Mangum hereby signs this Registration Statement on Form S-8 on behalf
of each of the indicated persons for whom he is attorney-in-fact on September
29th, 1998 pursuant to a power of attorney filed herewith.

By: Lynn J. Mangum
----------------
Lynn J. Mangum
Attorney-in-fact

7
<PAGE> 9
EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

4.5 Greenway Corporation Discretionary Stock Option Plan.

4.6 Greenway Corporation Nonstatutory Stock Option Plan.

4.7 Form of Greenway Corporation Option Agreement covering stock options
granted by Greenway Corporation prior to August 31, 1998 under
Nonstatutory Stock Option Plan.

4.8 Form of Greenway Corporation Option Agreement covering stock options
granted by Greenway Corporation on August 31, 1998 and subsequent
thereto.

5 Opinion of Shanley & Fisher, P.C.

23.1 Consent of Shanley & Fisher, P.C. (included in Exhibit 5).

23.2 Consent of PricewaterhouseCoopers LLP.

24 Power of Attorney.

<PAGE> 1
Exhibit 4.5

ADOPTED: May 1, 1994

REVISED: May 12,1998

GREENWAY CORPORATION DISCRETIONARY STOCK OPTION PLAN

A. PURPOSE AND SCOPE

The purposes of this Plan are to encourage stock ownership by
key management employees of Greenway Corporation (herein called the "Company")
and its Subsidiaries to provide an incentive to expand and improve the profits
and prosperity of Greenway Corporation and its Subsidiaries.

B. DEFINITIONS

Unless otherwise required by the context:

1. "Board" shall mean the Board of Directors of the Company.

2. "Committee" shall mean the Stock Option Plan Committee,
which is appointed by the Board, and which shall be composed of three members of
the Board.

3. "Company" shall mean the Greenway Corporation, a Georgia
corporation.

4. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

5. "Option" shall mean a right to purchase Stock, granted
pursuant to the Plan.

6. "Option Price" shall mean the purchase price for Stock
under an Option as determined in Section F below.

7. "Participant" shall mean an employee of the Company, or of
any Subsidiary of the Company, to whom an Option is granted under the Plan.

8. "Plan" shall mean this Greenway Corporation Discretionary
Stock Option Plan.

9. "Stock" shall mean the common stock of the Company, par
value $ 1.00.

10. "Subsidiary" shall mean a subsidiary corporation of the
Company, as defined in Sections 425(f) and 425(g) of the Code.

C. STOCK TO BE OPTIONED

Subject to the provisions of Section L of the Plan, the
maximum number of shares of Stock that may be optioned or sold under the Plan is
50,000 shares. Such shares may be treasury, or authorized, but unissued, shares
of Stock of the Company.
<PAGE> 2
D. ADMINISTRATION

The Plan shall be administered by the Committee. Two members
of the Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan, and
shall make recommendations to the Board with respect to participation in the
Plan by employees of the Company and its Subsidiaries of and with respect to the
extent of that participation. No member of the Board or the Committee shall be
liable for any action or determination made by him in good faith.

E. ELIGIBILITY

The Board upon recommendation of the Committee, may grant
Options to any key management employee (including an employee who is a director
or an officer) of the Company or its Subsidiaries. Options may be awarded by the
Board at any time and from time to time to new Participants, or to then
Participants, or to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Board, upon recommendation by the
Committee shall determine, Options granted at different times need not contain
similar provisions.

F. OPTION PRICE

The purchase price for Stock under each Option shall be
determined by the Committee at the time the option is granted but in no event
shall the purchase price be less than the par value of the Stock.

G. TERMS AND CONDITIONS OF OPTIONS

Options granted pursuant to the Plan shall be authorized by
the Board and shall be evidenced by agreements in such form as the Board upon
recommendation of the Committee, shall from time to time approve. Such
agreements shall comply with and be subject to the following terms and
conditions:

1. Employment Agreement. The Board may, in its discretion, include in
any Option granted under the Plan a condition that the Participant shall agree
to remain in the employ of, and to render services to, the Company or any of its
Subsidiaries for a period of time (specified in the agreement) following the
date the Option is granted. No such agreement shall impose upon the Company or
any of its Subsidiaries, however, any obligation to employ the Participant for
any period of time.

2. Time and Method of Payment. The Option Price shall be paid in full
in cash at the time an Option is exercised under the

2
<PAGE> 3
Plan. Otherwise, an exercise of any Option granted under the Plan shall be
invalid and of no effect. Promptly after the exercise of an Option and the
payment of the full Option Price, the Participant shall be entitled to the
issuance of a stock certificate evidencing his ownership of such Stock. A
Participant shall have none of the rights of a shareholder until shares are
issued to him, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date such stock certificate is issued.

3. Number of Shares. Each Option shall state the total number of shares
of Stock to which it pertains.

4. Option Period and Limitations on Exercise of Options. The Board may,
in its discretion, provide that an Option may not be exercised in whole or in
part for any period or periods of time specified in the Option agreement. Except
as provided in the Option agreement, an Option may be exercised in whole in part
at any time during its term. No Option may be exercised after the expiration of
ten years from the date it is granted. No Option may be exercised for a
fractional share of Stock.

H. RIGHTS IN EVENT OF DEATH

If a Participant dies while employed by the Company or any of
its Subsidiaries, or within three months after having retired with the consent
of the Company or any of its Subsidiaries, and without having fully exercised
his Options the executors or administrators, or legatees or heirs of his estate
shall have the right to exercise such Options to the extent that such deceased
Participant was entitled to exercise the Options on the date of his death;
provided, however, that in no event shall the Options be exercisable more than
ten years from the date they were granted.

I. NO OBLIGATIONS TO EXERCISE OPTION

The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.

J. NONASSIGNABILITY

Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.

3
<PAGE> 4
K. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN

The aggregate number of shares of Stock available for options under the
Plan shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Stock subsequent to the effective date of the Plan
resulting from (1) a subdivision or consolidation of shares or any other capital
adjustment, (2) the payment of a stock dividend or (3) other increase or
decrease in such shares effected without receipt of consideration by the
Company. If the Company shall be the surviving corporation in any merger or
consolidation, any option shall pertain, apply, and relate to the securities to
which a holder of the number of shares of Stock subject to the option would have
been entitled after the merger or consolidation. Upon dissolution or liquidation
of the Company, or upon a merger or consolidation in which the Company is not
the surviving corporation, all Options outstanding under the Plan shall
terminate; provided, however, that each Participant (and each other person
entitled under Section H to exercise an Option) shall have the right,
immediately prior to such dissolution, liquidation, merger or consolidation to
exercise such Participant's Options, such Options being automatically
exercisable by virtue of said dissolution, liquidation, merger or consolidation.

L. AMENDMENT AND TERMINATION

The Board, by resolution, may terminate, amend or revise the Plan with
respect to any shares as to which Options have not been granted. Neither the
Board nor the Committee may, without the consent of the holder of an Option,
alter or impair any Option previously granted under the Plan. Unless sooner
terminated, the Plan shall remain in effect for a period of ten years from the
date of the Plan's adoption by the Board. Termination of the Plan shall not
affect any Option previously granted.

M. AGREEMENT AND REPRESENTATION OF EMPLOYEES

As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.

4
<PAGE> 5
N. RESERVATION OF SHARES OF STOCK

The Company, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell, the number
of shares of Stock that shall be sufficient to satisfy the requirements of this
Plan. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority deemed necessary by counsel for the Company for the
lawful issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.

0. EFFECTIVE DATE OF PLAN

The Plan shall be effective from the date that the Plan is
approved by the Board.

<PAGE> 1
Exhibit 4.6

NONSTATUTORY STOCK OPTION PLAN

1. PURPOSE OF PLAN. This Stock Option Plan (the "Plan"), is intended to
encourage ownership of shares of Greenway Corporation (the "Corporation") by
employees of the Corporation and its subsidiaries, to provide additional
incentive for them to promote the success of the business and to remain employed
by the Corporation.

2. SHARES SUBJECT TO PLAN. There will be reserved for use upon the exercise of
options to be granted from time to time under the Plan ("Options"), an aggregate
of 40,000 Common Shares, of the par value of $1 per share (the "Common Shares"),
of the Corporation, which shares may be in whole or in part, as the Board of
Directors of the Corporation (the "Board of Directors"), shall from time to time
determine, authorized but unissued Common Shares or issued Common Shares which
shall have been reacquired by the Corporation. For purposes of the Plan, the
"Plan Year" shall be the 12-month period ending on each December 31. (The first
Plan Year ended on December 31, 1996.) Options shall not be granted in any Plan
Year for in excess of an aggregate of 8,000 Common Shares; provided, however,
that, if an Option shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares covered thereby shall (unless the Plan
shall have been terminated) be added to the shares otherwise available for
Options which may be granted in accordance with the terms of Section 5(b),
below.

3. ADMINISTRATION OF PLAN. The Plan shall be administered by the Corporation's
Chief Executive Officer (the "Administrator"). Subject to the provisions of the
Plan, the Administrator shall have plenary authority in his discretion to
interpret the Plan and to prescribe, amend, and rescind rules and regulations
relating to it.

4. EMPLOYEES TO WHOM OPTIONS SHALL BE GRANTED. Options under the Plan shall be
granted only to persons who are bona fide residents of the States of Georgia,
Colorado, Minnesota and Oklahoma (and residents of those states which may, from
time to time, be verified by the Corporation's legal counsel as exempting this
Plan, the Options and the underlying shares from such state's securities
registration requirements) and who meet all other eligibility requirements
herein. For the first Plan Year (ending December 31, 1996) only, an Option shall
be granted, subject to the foregoing restrictions, to each employee of the
Corporation who shall have been employed by the Corporation continuously since
October 1, 1996. For all subsequent Plan Years, an Option shall be granted,
subject to the foregoing restrictions, in each Plan Year:

<PAGE> 2
(a) To each full time employee of the Corporation or one or more of its
subsidiaries who shall have been employed by the Corporation continuously for at
least six months; and

(b) In the Administrator's discretion, to an individual who has been employed by
the Corporation as an independent contractor for at least six months and who,
before the beginning of the Plan Year, has become a bona fide employee of the
Corporation or one or more of its subsidiaries; and

5. NUMBER OF SHARES COVERED BY OPTIONS GRANTED TO INDIVIDUAL EMPLOYEES.

(a) AUTOMATIC OPTION GRANTS

(i) FIRST PLAN YEAR. The number of shares of the Common Stock covered by the
Option that shall be granted in the first Plan Year to employees who shall have
been employed by the Corporation continuously since October 1, 1996, shall be
equal to the following number, rounded to the nearest full share: 6,000
multiplied times that employee's basic compensation and earned commissions
(excluding commission draws) in 1996 and divided by the Corporation's total
expenditures for payroll and commissions in 1996.

(ii) SECOND THROUGH FIFTH PLAN YEARS. The number of shares of the Common Stock
covered by the Option that shall be granted in each Plan Year after the first
Plan Year to an employee who, in the Administrator's discretion, meets the
criteria set forth in paragraph 4(a) or 4(b) shall be equal to the following
number, rounded to the nearest full share: 6,000 multiplied times that
employee's basic compensation and earned commissions (excluding commission
draws) in the year and divided by the Corporation's total expenditures for
payroll and commissions in that year.

(b) DISCRETIONARY OPTION GRANTS. The number of shares of the Common Stock
covered by the Option that shall be granted in any Plan Year to an employee who,
in the Administrator's discretion, meets the criteria set forth in paragraph
4(c), shall be determined by the Administrator, but in no event shall the total
number of shares covered by discretionary Option grants exceed 2,000 in any Plan
Year (except as may be necessary to issue expired or terminated Options as
permitted under Section 2).

6. OPTION PRICES. The purchase price of the Common Shares which shall be covered
by each Option shall be $10 per share.

2
<PAGE> 3
7. TERMS OF OPTIONS. Each option must be exercised within ten years from the
date of the grant thereof. The option term may be subject to termination prior
to the expiration of the period mentioned above, as provided hereinafter. The
holder of an Option shall not have any of the rights of a shareholder with
respect to the shares covered by his Option, except to the extent that one or
more certificates for such shares shall be delivered to him upon the due
exercise of the Option.

8. EXERCISE OF OPTIONS. An Option may be exercised prior to its expiration at
any time after six (6) months from the date of grant, as to any part of or all
the shares which shall be covered thereby. Except as provided in paragraphs 11
and 12 hereof, an Option may not be exercised at any time unless the holder
thereof shall have been in the continuous employ of the Corporation and/or of
one or more of its subsidiaries, from the date of the granting of the Option to
the date of its exercise.

9. RESTRICTIONS ON STOCK UNDERLYING OPTIONS. The stock underlying the Options is
"restricted securities" as defined in Securities Exchange Commission Rule 144
(17 C.F.R. Section 203.144). Resales of such securities can only be made in
compliance with the Securities Act of 1933 (the "Act") and all applicable state
securities laws or an exemption from the requirements of the Act and all
applicable state securities laws. The Corporation makes no representations or
warranties concerning the transferability of such stock. All shares issued upon
the exercise of an Option shall bear notice of the restrictions on resale.

10. NONTRANSFERABILITY. An Option shall not be transferable or assignable
otherwise than by will or the laws of descent and distribution, and an Option
may be exercised, during the lifetime of the employee, only by such employee.

11. TERMINATION OF EMPLOYMENT. In the event that the employment of an employee
to whom an Option shall have been granted shall be terminated (otherwise than by
reason of death), such Option may be exercised (to the extent that the employee
shall have been entitled to do so at the termination of his employment) at any
time within three months after such termination, but not more than ten years
after the date on which such Option shall have been granted. So long as the
holder of an Option shall continue to be an employee of the Corporation or one
or more of its subsidiaries, his Option shall not be affected by any change in
his duties or position. Nothing in the Plan or in any option agreement shall
confer upon any employee any right to continue in the employ of the Corporation
or of any of its subsidiaries, or interfere in any way with the right of the
Corporation or any such subsidiary to terminate his employment at any time.

3
<PAGE> 4
12. DEATH OF EMPLOYEE. If an employee to whom an Option shall have been granted
shall die while employed by the Corporation or one or more of its subsidiaries
or within three months after the termination of his employment, such Option may
be exercised (to the extent that the employee shall have been entitled to do so
at the date of his death) by a legatee or legatees of the employee under his
last will, or by his personal representatives or distributees, at any time
within three years after his death (but not more than ten years after the date
on which such Option shall have been granted).

13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes in the
outstanding Common Shares of the Corporation by reason of share dividends,
split-ups, recapitalizations, mergers, consolidations, combination or exchange
of shares, separations, reorganizations, or liquidations, the number and class
of shares available under the Plan in the aggregate and in any Plan Year and the
maximum number of shares as to which Options may be granted to any employee
shall be correspondingly adjusted by the Administrator.

14. EFFECTIVENESS OF PLAN. The Plan shall be effective as of the first day of
January, 1997.

15. TIME OF GRANTING OPTIONS. Nothing contained in the Plan or in any resolution
adopted or to be adopted by the Board of Directors or the stockholders of the
Corporation nor any action taken by the Administrator shall constitute the
granting of any Option. The granting of an Option shall take place only when a
written option agreement substantially in the form of the option agreement which
is attached hereto and marked Exhibit A shall have been duly executed and
delivered by or on behalf of the Corporation and by the employee to whom such
Option shall be granted.

16. TERMINATION AND AMENDMENT OF PLAN. The Plan shall terminate on December 31,
2000, and an Option shall not be granted under the Plan after that date. The
Plan (including the form of option agreement which is attached hereto and marked
Exhibit A) may at any time or from time to time be terminated, modified, or
amended by the Board of Directors in such respects as it shall deem advisable in
order that the Options shall continue to be an "employee benefit plan" as
defined in Securities Exchange Commission Rule 701 (17 C.F.R. Section 230.701)
or to conform to any change in the law, or in any other respect which shall not
change any vested right an employee may have to the grant or exercise of an
Option hereunder, without the consent of such employee.

<PAGE> 1
EXHIBIT 4.7

OPTION AGREEMENT

OPTION AGREEMENT made this__________ day of_________________, between
GREENWAY CORPORATION, a Georgia corporation the "Corporation"), and
_________________, an employee of the Corporation or one or more of its
subsidiaries (the Employee").

In consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto agree as follows:

1. GRANT OF OPTION. The Corporation hereby irrevocably grants to the
Employee the right and option, hereinafter called the "Option", to
purchase all or any part of an aggregate of ________________ (_____)
Common Shares (such number being subject to adjustment as provided in
Paragraph 7 hereof) on the terms and conditions herein set forth.

2. PURCHASE PRICE. The purchase price of the Common Shares covered by the
Option shall be Ten Dollars ($10.00) per share.

3. TERM OF OPTION. The term of the Option shall be for a period of ten
(10) years from the date hereof, subject to earlier termination as
provided in Paragraphs 5 and 6 hereof. The Option may be exercised
within the above limitations and in accordance with the terms of the
Corporation's Nonstatutory Stock Option Plan at any time during the
above-mentioned ten (10) years from the date of its grant, as to any
part of or all the shares covered hereby; provided, however, that the
Option shall not be exercisable prior to the expiration of six (6)
months from the date hereof. The purchase price of the shares as to
which this Option shall be exercised shall be paid in full in cash at
the time of exercise. Except as provided in Paragraphs 5 and 6 hereof,
the Option may not be exercised at any time unless the Employee shall
have been in the continuous employ of the Corporation and/or of one or
more of its subsidiaries, from the date hereof to the date of the
exercise of the Option. The holder of the Option shall not have any of
the rights of a shareholder with respect to the shares covered by the
Option except to the extent that one or more certificates for such
shares shall be delivered to him upon the due exercise of the Option.

4. NONTRANSFERABILITY. The Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Employee and only by him. More
particularly

<PAGE> 2
(but without limiting the generality of the foregoing), the Option may
not be assigned, transferred (except as provided above), pledged, or
hypothecated in any way, shall not be assignable by operation of law,
and shall not be subject to execution, attachment or similar process.
Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the
levy of any execution, attachment or similar process upon the Option,
shall be null and void and without effect and shall operate to
terminate the Option and to divest Employee of same.

5. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee shall be terminated (otherwise than by reason of death), the
Option may be exercised by the Employee (to the extent that he shall
have been entitled to do so at the termination of his employment) at
any time within three (3) months after such termination, but not more
than ten (1O) years after the date hereof. So long as the Employee
shall continue to be an employee of the Corporation or one or more of
its subsidiaries, the Option shall not be affected by any change in his
duties or position. Nothing in this Option Agreement shall confer upon
the Employee any right to continue in the employ of the Corporation or
of any of its subsidiaries or interfere in any way with the right of
the Corporation or any such subsidiary to terminate his employment at
any time.

6. DEATH OF EMPLOYEE. If the Employee shall die while employed by the
Corporation or within three (3) months after the termination of his
employment, the Option may be exercised (to the extent that the
Employee shall have been entitled to do so at the date of his death) by
the legatee or legatees of the Employee under his last will, or by his
personal representatives or distributees, at any time within three (3)
years after his death, but not more than ten (10) years after the date
hereof.

7. CHANGES IN CAPITAL STRUCTURE. If all or any portion of the Option shall
be exercised subsequent to any share dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of
shares, separation, reorganization or liquidation occurring after the
date hereof, as a result of which shares of any class shall be issued
in respect of outstanding Common Shares or Common Shares shall be
changed into the same or a different number of shares of the same or
another class or classes, the person or persons so exercising the
Option shall receive, for the aggregate price paid upon such exercise,
the aggregate number and class of shares which, if Common Shares (as
authorized at the date hereof) had been purchased at the date hereof
for the same aggregate price (on the basis of the price per share set
forth in paragraph 2 hereof) and had

2
<PAGE> 3
not been disposed of, such person or persons would be holding, at the
time of such exercise, as a result of such purchase and all such share
dividends, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations or
liquidations; provided, however, that no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued.

8. LIMITATIONS.

The Employee may exercise this Option only to the extent that such
exercise will not cause the Corporation to exceed the Aggregate
Offering Price (as defined in 17 C.F.R. Section 230.701) of all stock
offered to the Corporation's employees under the Corporation's various
employee benefit plans. The reduction in the number of shares which
Employee may purchase in any given calendar year under this Option
shall be an equivalent percentage to the reduction imposed on all other
employees participating in the Corporation's Nonstatutory Stock Option
Plan.

This 0ption may not be exercised if the issuance of shares of Common
Stock of the Corporation upon such exercise would constitute a
violation of any applicable Federal or State securities or other law or
valid regulation. The Employee, as a condition to his exercise of this
Option, shall represent to the Corporation that the shares of Common
Stock of the Corporation that he acquires under this Option are being
acquired by him for investment and not with a present view to
distribution or resale, unless counsel for the Corporation is then of
the opinion that such a representation is not required under the
Securities Act of 1933 or any other applicable law, regulation or rule
of any governmental agency.

9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Option, the Option may be exercised by written notice to the
Corporation's legal counsel, Steven T. Minor, at Tisinger, Tisinger,
Vance & Greer, P.C., 100 Wagon Yard Plaza, Carrollton, Georgia 30117
(phone: 770/834-4467). Such notice shall state the election to exercise
the Option and the number of shares in respect of which it is being
exercised, and shall be signed by the person or persons so exercising
the Option. Upon receipt of such notice, accompanied by payment of the
full purchase price of such shares and the original, signed draft of
this Option, the Corporation's counsel shall deliver to Employee a
certificate or certificates representing such shares and a new option
for those shares not exercised, if any. Payment of such purchase price
shall be made by check payable to the order of the Corporation. The
certificate or certificates

3
<PAGE> 4
for the shares as to which the Option shall have been so exercised
shall be registered in the name of the person or persons so exercising
the Option (or, if the Option shall be exercised by the Employee and if
the Employee shall so request in the notice exercising the Option,
shall be registered in the name of the Employee and another person
jointly, with right of survivorship) and shall be delivered as provided
above to or upon the written order of the person or persons exercising
the Option. In the event the Option shall be exercised, pursuant to
Paragraph 6 hereof, by any person or persons other than the Employee,
such notice shall be accompanied by appropriate proof of the right of
such person or persons to exercise the Option. All shares that shall be
purchased upon the exercise of the Option as provided herein shall be
fully paid and nonassessable.

10. SUBSIDIARY. As used herein, the term "subsidiary" shall mean any
present or future corporation which would be a "subsidiary corporation"
of the Corporation, as that term is defined in Section 424 of the
Internal Revenue Code of 1986.

11. PLAN COMPLIANCE. The Employee acknowledges receipt of a copy of the
Plan and represents that he is familiar with the terms and provisions
thereto. The Employee hereby accepts this Option subject to all the
terms and provisions of the Plan. The Employee hereby agrees to accept
as binding, conclusive and final all decisions and interpretations of
the Plan Administrator upon any questions arising under the Plan. As a
condition to the issuance of shares of Common Stock of the Corporation
under this Option, the Employee authorizes the Corporation to withhold
in accordance with applicable law from any regular cash compensation
payable to him any taxes required to be withheld by the Corporation
under Federal, State or local law as a result of his exercise of this
Option.

12. INFORMATION. The Employee acknowledges and represents that he has
reviewed all financial and other records of the Corporation that he
deems necessary to make an informed decision about the Corporation's
future prospects and the value of this Option.

GREENWAY CORPORATION

By:_______________________________
Title:____________________________

__________________________________
EMPLOYEE

<PAGE> 1
EXHIBIT 4.8

OPTION AGREEMENT

OPTION AGREEMENT made as of the 31st day of August, 1998, between
GREENWAY CORPORATION, a Georgia corporation (the "Corporation"), and
_________________, an employee of the Corporation or one or more of its
subsidiaries, the ("Employee").

In consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto agree as follows:

1. GRANTOR OF OPTION. The Corporation hereby grants to the Employee,
contingent upon the consummation of the proposed merger with a wholly
owned subsidiary of The BISYS Group, Inc. (the "Merger"), the right and
option, hereinafter called the "Option", to purchase all or any part of
an aggregate of ____________ (____) shares of Corporation Common Stock
("Common Shares") (such number being subject to adjustment as provided
in Paragraph 7 hereof) on the terms and conditions herein set forth.

2. PURCHASE PRICE. The purchase price of the Common Shares covered by the
Option shall be Ten Dollars ($10.00) per share.

3. TERM OF OPTION. The term of the Option shall be for a period of ten
(10) years from the date hereof, subject to earlier termination as
provided in Paragraphs 5 and 6 hereof. The Option may be exercised
within the above limitations and in accordance with the terms of the
Corporation's Nonstatutory Stock Option Plan at any time following the
consummation of the Merger until ten (10) years from the date of its
grant, as to any part of or all the shares covered hereby. The purchase
price of the shares as to which the Option shall be exercised shall be
paid in full in cash at the time of exercise. Except as provided in
paragraphs 5 and 6 hereof, the Option may not be exercised at any time
unless the Employee shall have been in the continuous employ of the
Corporation and/or of one or more of its subsidiaries, from the date
hereof to the date of the exercise of the Option. The holder of the
Option shall not have any of the rights of a shareholder with respect
to the shares covered by the Option except to the extent that one or
more certificates for such shares shall be delivered to him upon the
due exercise of the Option.

<PAGE> 2
4. NONTRANSFERABILITY. The Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Employee and only by him. More
particularly (but without limiting the generality of the foregoing),
the Option may not be assigned, transferred (except as provided above),
pledged, or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without effect and
shall operate to terminate the Option and to divest Employee of same.

5. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee shall be terminated (otherwise than by reason of death), the
Option may be exercised by the Employee (to the extent he shall have
been entitled to do so at the termination of his employment) at any
time within three (3) months after such termination, but not more than
ten (10) years after the date hereof. So long as the Employee shall
continue to be an employee of the Corporation or one or more of its
subsidiaries, the Options shall not be affected by any change in his
duties or position. Nothing in this Option Agreement shall confer upon
the Employee any right to continue in the employ of the Corporation or
of any of its subsidiaries or interfere in any way with the right of
the Corporation or any such subsidiary to terminate his employment at
any time.

7. CHANGES IN CAPITAL STRUCTURE. If all or any portion of the Option shall
be exercised subsequent to any share dividend, split-up,
recapitalization, merger (including, without limitation, the Merger),
consolidation, combination or exchange of shares, separation,
reorganization or liquidation occurring after the date hereof, as a
result of

2
<PAGE> 3
which shares of any class shall be issued in respect of outstanding
Common Shares or Common Shares shall be changed into the same or a
different number of shares of the same or another class or classes, the
person or persons so exercising the Option shall receive, for the
aggregate price paid upon such exercise, the aggregate number and class
of shares which, if Common Shares (as authorized at the date hereof)
had been purchased at the date hereof for the same aggregate price (on
the basis of the price per share set forth in paragraph 2 hereof) and
had not been disposed of, such person or persons would be holding, at
the time of such exercise, as a result of such purchase and all such
share dividends, split-ups, recapitalizations, mergers, consolidations,
combinations or exchange of shares, separations, reorganizations or
liquidations; provided, however, that no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional shares not issued.

8. LIMITATIONS. This Option may not be exercised if the issuance of shares
of Common Stock of the Corporation upon such exercise would constitute
a violation of any applicable Federal or State securities or other law
or valid regulation. The Employee, as a consolidation to his exercise
of this Option, shall represent to the Corporation that the shares of
Common Stock of the Corporation that he acquires under this Option are
being acquired by him for investment and not with a present view to
distribution or resale, unless counsel for the Corporation is then of
the opinion that such a representation is not required under the
Securities Act of 1933 or any other applicable law, regulation or rule
of any governmental agency.

9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Option, the Option may be exercised by written notice to the
Secretary of the Corporation, c/o The BISYS Group, Inc., 150 Clove
Road, Little Falls, New Jersey 07424. Such notice shall state the
election to exercise the Option and the number of shares in respect of
which it is being exercised, and shall be signed by the person or
persons so exercising the Option. Upon receipt of such notice,
accompanied by payment of the full purchase price of such shares and
the original, signed draft of this Option, the Corporation shall
deliver to Employee a certificate or certificates representing such
shares and a new option for those shares not exercised, if any. Payment
of such purchase price shall be made by check payable to the order of
the Corporation. The certificate or certificates for the

3
<PAGE> 4
shares as to which the Option shall have been so exercised shall be
registered in the name of the person or persons so exercising the
Option (or, if the Option shall be exercised by the Employee and if the
Employee shall so request in the notice exercising the Option, shall be
registered in the name of the Employee and another person jointly, with
right of survivorship) and shall be delivered as provided above to or
upon the written order of the person or persons exercising the Option.
In the event the Option shall be exercised, pursuant to Paragraph 6
hereof, by any person or persons other than the Employee, such notice
shall be accompanied by appropriate proof of the right of such person
or persons to exercise the Option. All shares that shall be purchased
upon the exercise of the Option as provided herein shall be fully paid
and nonassessable.

11. PLAN COMPLIANCE. The Employee acknowledges receipt of a copy of the
Plan and represents that he is familiar with the terms and provisions
thereof. The Employee hereby accepts this Option subject to all terms
and provisions of the Plan. The Employee hereby agrees to accept as
binding, conclusive and final all decisions and interpretations of the
Plan Administrator upon any questions arising under the Plan. As a
condition to the issuance of shares of Common Stock of the Corporation
under this Option, the Employee authorizes the Corporation to withhold
in accordance with applicable law from any regular cash compensation
payable to him any taxes to be withheld by the Corporation under
Federal, State or local law as a result of his exercise of this Option.

GREENWAY CORPORATION

By:________________________
Title:_____________________

__________________________
EMPLOYEE

<PAGE> 1
EXHIBIT 5

SHANLEY & FISHER, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000

September 29, 1998

The BISYS Group, Inc.
Overlook at Great Notch
150 Clove Road
Little Falls, New Jersey 07424

Re: The BISYS Group, Inc.
Registration Statement on Form S-8

Gentlemen:

We have acted as special counsel to The BISYS Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing under
the Securities Act of 1933, as amended (the "Act"), of a Registration Statement
on Form S-8 (the "Registration Statement") relating to the offer and sale of up
to 148,795 shares of the Company's common stock, par value $.02 per share (the
"Shares"), issuable pursuant to the exercise of certain stock options ("Stock
Options") held by employees of the Company who were former employees of Greenway
Corporation ("Greenway"). Said Stock Options were assumed by the Company in
connection with the Company's acquisition of Greenway by merger.

For purposes of this opinion, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement, together with exhibits filed as a part thereof, and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.

Based upon the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.

2. The Shares have been duly authorized and, when sold in the
manner and for the consideration contemplated by

<PAGE> 2
The BISYS Group, Inc.
September 29, 1998
Page 2

the terms of the Stock Options and the Registration Statement,
will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein. By giving the
foregoing consent, we do not admit that we are persons whose consent is required
under Section 7 of the Act.

Very truly yours,
SHANLEY & FISHER, P.C.

<PAGE> 1
[LETTERHEAD PRICEWATERHOUSE COOPERS]

We consent to the incorporation by reference in the registration statement
of The BISYS Group, Inc. on Form S-8 of our report dated August 7, 1998 (except
as to certain information presented in Note 12, for which the date is August
21, 1998), on our audits of the consolidated financial statements of The BISYS
Group, Inc. and Subsidiaries as of June 30, 1998 and 1997, and for each of the
three years in the period ended June 30, 1998, which report is included in the
Annual Report on Form 10-K.

PricewaterhouseCoopers LLP

Columbus, Ohio
September 29, 1998

<PAGE> 1
EXHIBIT NO. 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
shares of common stock of the Company, par value $.02 ("Common Stock"), to be
offered and sold by the Company pursuant to the exercise of employee stock
options, as approved by the Board of Directors of the Company, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to a Registration Statement on
Form S-8 under the Act covering said shares of Common Stock, and any amendments
to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.