OPINION OF MILLER, NASH, WIENER, HAGER &

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


January 13, 1995



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

Subject: Registration Statement on Form S-3
110,000 Shares, Common Stock

Gentlemen:

Reference is made to the Registration Statement on Form S-3
("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,
110,000 shares of the common stock, $.01 par value per share ("Common
Stock"), of the Company to be offered and sold from time to time by the
selling stockholders ("Selling Stockholders") referred to therein. The
Shares are issuable on exercise of warrants held by the Selling Stockholders.

As counsel for the Company, we are familiar with the actions taken
by the stockholders and board of directors of the Company with respect to the
authorization and issuance of the Shares. 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 the Shares have been
duly authorized and when (i) said warrants have been duly exercised and (ii)
the Shares have been duly delivered against payment therefor pursuant to the
terms of said warrants, the Shares will be validly issued, fully paid and
nonassessable.

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

Very truly yours,




MILLER, NASH, WIENER, HAGER & CARLSEN