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EXHIBIT 5
OPINION OF MAZURSKY & DUNAWAY, LLP
October 16, 2000
Spherion Corporation
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309-3799
Ladies and Gentlemen:
We have acted as counsel to Spherion Corporation (the "Corporation") in
connection with the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement") relating to
registration under the Securities Act of 1933, as amended, of 1,500,000 shares
of the Corporation's Common Stock, $0.01 par value, authorized for issuance
under the Spherion Corporation Deferred Compensation Plan (the "Plan"). The
shares of Common Stock to be registered under the Registration Statement are
hereinafter referred to as the "Shares."
In connection with the opinion expressed below, we have made such
factual inquiries and examined such questions of law as we have considered
necessary or appropriate for the purposes of such opinion.
It is our opinion that, when issued and sold in the manner described in
the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Mazursky & Dunaway, LLP
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MAZURSKY & DUNAWAY, LLP
