EXHIBIT 5

Nobel Learning Communities, Inc.
Rose Tree Corporate Center II
1400 N. Providence Road, Suite 3055
Media, PA 19063

Gentlemen:

     I have acted as counsel to Nobel Learning Communities, Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to an aggregate
of 340,000 shares of Common Stock of the Company, par value $.001 per share (the
"Shares"), issuable pursuant to the exercise of options granted under the
Company's 2000 Stock Option Plan for Consultants (the "Plan") and the stock
option agreements of the Company with each of A. J. Clegg, John R. Frock and
Daryl A. Dixon, as referenced in the Registration Statement (collectively, the
"Stock Option Agreements").

     In this capacity, I have reviewed originals or copies, certified or
otherwise identified to my satisfaction, of the Company's Certificate of
Incorporation, its By-laws, resolutions of its Board of Directors, the Plan, the
Stock Option Agreements and such other documents and corporate records as I have
deemed appropriate for the purpose of giving this opinion.

     Based upon the foregoing and consideration of such questions of law as I
have deemed relevant, I am of the opinion that the Shares issued by the Company
upon the exercise of stock options properly granted under the Plan and the
exercise of stock options granted under the Stock Option Agreement, and payment
therefor in accordance with the terms of the Plan or the Stock Option
Agreements, as the case may be, will be validly issued, fully paid and
nonassessable by the Company.

     The opinions expressed herein are limited to the General Corporation Law of
the State of Delaware.

     I consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since I have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or the rules and regulations of the Securities and
Exchange Commission.

                                             Very truly yours,


                                             Barry S. Swirsky
                                             General Counsel