May 23, 1996 Fiserv, Inc. 255 Fiserv Drive Brookfield, WI 53034 Fiserv, Inc. Registration Statement on Form S-8 Dear Sirs: I have acted as counsel for Fiserv, Inc., a Wisconsin corporation ("Fiserv"), in connection with its Registration Statement on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933 (the "Act"), relating to the proposed sales of up to 4,100,000 shares of its Common Stock, $.01 par value (the "Shares"), pursuant to the Fiserv, Inc. Stock Option Plan. In that connection, I have examined originals, or copies certified or otherwise identified to my 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. Fiserv 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 Information Statement 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 Attachments