Exhibit 5 Opinion of Charles W. Sprague November 12, 1997 Fiserv, Inc. 255 Fiserv Drive Brookfield, Wisconsin 53045 Re: Fiserv, Inc. Registration Statement on Form S-4 ----------------------------------------------- Dear Sirs: I have acted as counsel to Fiserv, Inc., a Wisconsin corporation (the "Company"), in connection with its Registration Statement on Form S-4 (the "Registration Statement"), filed under the Securities Act of 1933 (the "Act"), relating to the proposed issuance pursuant to the Agreement and Plan of Merger dated as of September 30, 1997 among Fiserv, Inc., Fiserv Clearing, Inc. and Hanifen, Imhoff Holdings, Inc. of shares of its Common Stock, $.01 par value (the "Shares"), of the Company. 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 Restated Articles of Incorporation and By-Laws, as amended, of the Company. Based upon the foregoing, I am of the opinion that: I. The Company has been duly organized and is validly existing as a corporation under the laws of the State of Wisconsin. II. The Shares have been duly authorized, validly issued, 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, Charles W. Sprague Executive Vice President, General Counsel and Secretary