OPINION RE LEGALITY

EXHIBIT 5

MILLER, NASH, WIENER, HAGER & CARLSEN
ATTORNEYS AND COUNSELORS AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155

August 16, 1994





Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201

Subject: Registration Statement on Form S-8 Relating to 1993 Stock
Incentive Plan

Gentlemen:

Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Barrett Business Services, Inc., a
Maryland corporation ("Company"), with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended,
an additional 300,000 shares of the Company's Common Stock, $.01 par value
("Common Stock"), to be issued under the Company's 1993 Stock Incentive Plan,
as amended ("Amended Plan"), together with options and other rights relating
thereto.

We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates of
public officials, and other documents as we have deemed necessary or relevant
as a basis for the opinion set forth herein.

Based on the foregoing, it is our opinion that:

1. The Amended Plan has been duly adopted and approved by all
necessary corporate action and when options or other rights relating to
the 300,000 shares of Common Stock referred to above have been granted
in accordance with the Amended Plan, such options or rights will have
been legally issued.

2. The 300,000 shares of Common Stock referred to above have been
duly authorized and reserved for issuance.

3. When such shares are issued and sold by the Company upon
exercise of options or issued pursuant to other rights duly granted
under the Amended Plan while the Registration Statement is effective and
in compliance with state securities laws, and payment for such shares to
the extent and in the manner required by the Amended Plan is received by
the Company, such shares will be legally issued, fully paid and
nonassessable.

We consent to the use of this opinion in the Registration Statement
and in any amendments thereof.

Very truly yours,


/s/ MILLER, NASH, WIENER, HAGER & CARLSEN