March 21,1996 FIserv, Inc. 255 FIserv Drive Brookfield, WI 53045 FIserv, Inc. Registration Statement on Form S-3 Dear Sirs: I have acted as counsel to FIserv, Inc., a Wisconsin corporation ("FIserv"), in connection with its Registration Statement on Form S-3 (the "Registration Statement"), filed under the Securities Act of 1933 (the "Act"), relating to the proposed resales of up to 70,096 shares of its Common Stock, $.01 par value (the "Shares"), by certain Selling Shareholders. In that connection, I have examined originals, or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including the Articles of Incorporation, as amended, and By-Laws, as amended, of FIserv. Based upon the foregoing, I am of the opinion that: 1. The Company has been duly organized and is validly existing as a corporation under the laws of the State of Wisconsin. 2. The Shares have been duly authorized and are validly issued and fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me under "Legal Matters" in the Prospectus comprising a part of the Registration Statement. By giving the foregoing consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /S/ CHARLES W. SPRAGUE Charles W. Sprague Executive Vice President, General Counsel and Secretary