EX-5 3 ex5tos3d_08212003.htm sec document

                                                                       EXHIBIT 5

               OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200


                                                                 August 22, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

                     Re:  Healthcare Services Group, Inc.
                          Registration Statement on Form S-3d
                          -----------------------------------

Gentlemen:

            Reference  is made to the  Registration  Statement on Form S-3d (the
"Registration Statement"),  filed with the Securities and Exchange Commission by
Healthcare Services Group, Inc., a Pennsylvania corporation (the "Company"). The
Registration  Statement  relates to  1,000,000  shares (the  "Shares") of common
stock, par value $.01 per share (the "Common Stock").  The Shares will be issued
and sold by the Company in accordance with the Company's  Dividend  Reinvestment
Plan (the "Plan").

            We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws  of the  Company,  minutes of  meetings  of the Board of  Directors  and
stockholders of the Company, the Plan and such other documents,  instruments and
certificates  of  officers  and   representatives  of  the  Company  and  public
officials,  and we have  made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter  expressed.  In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the  conformity to original
documents of documents submitted to us as certified or photostatic copies.







            Based upon the  foregoing,  we are of the  opinion  that the Shares,
when issued and paid for in accordance  with the terms and  conditions set forth
in the Plan will be duly and validly issued, fully paid and non-assessable.


                           Very truly yours,



                           /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG
                           & WOLOSKY LLP