EXHIBIT 5

                            ARNALL GOLDEN GREGORY LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450

                                                                  (404) 873-8500

                                                                  (404) 873-8501

                                January 17, 2002


The Profit Recovery Group International, Inc.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426

         Re:      Form S-3 Registration Statement

Ladies and Gentlemen:

     This  opinion  is being  furnished  in  connection  with  the  Registration
Statement  on Form S-3 of The  Profit  Recovery  Group  International,  Inc.,  a
Georgia corporation, filed with the Securities and Exchange Commission under the
Securities Act of 1933 for the registration of 1,106,684 shares of common stock,
no par value per share (the "Shares") offered by the selling  shareholders named
in the above-reference Registration Statement of even date herewith.

     In  acting  as  counsel  to you,  we have  examined  and  relied  upon such
corporate records, documents,  certificates,  and other instruments and examined
such questions of law as we have  considered  necessary or  appropriate  for the
purposes of this opinion. Based upon and subject to the foregoing, we advise you
that  in  our   opinion  the  Shares  are   legally   issued,   fully  paid  and
non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement  and the  reference  to this firm under the  caption  "Legal  Matters"
contained therein and elsewhere in the Registration  Statement.  This consent is
not to be  construed  as an  admission  that we are a  party  whose  consent  is
required to be filed with the Registration Statement under the provisions of the
Securities Act.

                                   Sincerely,

                                   ARNALL GOLDEN GREGORY LLP

                                   /s/  ARNALL GOLDEN GREGORY LLP





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