Exhibit 5 July 1, 1998 Bell & Howell Company 5215 Old Orchard Road Skokie, Illinois 60077-1076 Re: Bell & Howell Amendment to 1995 Stock Option Plan 1,500,000 Shares of Bell & Howell Common Stock, $.001 Par Value Ladies and Gentlemen: I have acted as counsel for Bell & Howell Company (the "Company") in connection the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, 1,500,000 additional shares of the Company's common stock, $.001 par value per share (the "Common Stock"), which may be issued pursuant to the 1995 Bell & Howell Stock Option Plan (the "Plan"). I have examined or considered: 1. A copy of the Certificate or Incorporation, as amended, of the Company. 2. The By-Laws of the Company. 3. Written confirmation of the Secretary of State of the State of Delaware, as of a recent date, as to the good standing of the Company in that State. 4. A Certificate of the Secretary of the Company relating to resolutions duly adopted by the Board of Directors of the Company regarding the amended Plan. 5. A copy of the amended Plan. July 1, 1998 Page 2 In addition to the examinations outlined above, I have conferred with various officers of the company and have ascertained or verified, to my satisfaction, such additional facts as I deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, I am of the opinion that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) All legal and corporate proceedings necessary for the authorization, issuance and delivery of the shares of Common Stock to be sold by the Company have been duly taken, and the Common Stock, upon issuance pursuant to the terms of the Plan, will be duly authorized, legally and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion by the Company as an Exhibit to the Registration Statement. Very truly yours, Gary S. Salit, Corporate Counsel and Secretary