[McDermott, Will & Emery Letterhead]








                                                     June 5, 2000


Burns International Services Corporation
200 South Michigan Avenue
Chicago, Illinois 60604


         Re:   Burns International Services Corporation --
               Non-Affiliate Director Stock Option
               Plan, 1999 Stock Incentive Plan, Employee
               Stock Purchase Plan and Directors and
               Executive Officers Stock Plans
               -------------------------------------------

Ladies and Gentlemen:

         We have  acted  as  special  counsel  to Burns  International  Services
Corporation,  a Delaware  corporation  (the  "Company") in  connection  with the
preparation  and filing with the  Securities and Exchange  Commission  under the
Securities  Act of 1933,  as amended (the  "Securities  Act"),  of the Company's
Registration  Statement on Form S-8 (the "Registration  Statement")  relating to
the registration of the above captioned Shares of Common Stock of the Company to
be issued to  participants  in the Stock  Plans and the  Series A  Participating
Cumulative  Preferred Stock Purchase Rights (the "Rights")  associated with such
issuance.

         For the purpose of rendering  the  opinions  expressed  below,  we have
reviewed the Stock Plans,  the Rights  Agreement as defined in the  Registration
Statement,  and the Registration  Statement. We have also examined originals, or
copies of originals  certified or otherwise  identified to our satisfaction,  of
the corporation records of the Company and of such other agreements,  documents,
instruments and certificate of public officials, officers and representatives of
the Company and other  persons,  have  examined  such  questions of law and have
satisfied  ourselves as to such  matters of fact as we have deemed  relevant and
necessary  as a basis for the  opinions  expressed  herein.  We have assumed the
authenticity of all documents  submitted to us as originals,  the genuineness of
all  signatures,  the legal  capacity of all natural  persons and the conformity
with the  original  documents  of any  copies  thereof  submitted  to us for our
examination.

         Based on the foregoing, we are of the opinion that:




Burns International Services Corporation
June 5, 2000
Page 2

         1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.

         2. The  Shares  of  Common  Stock  under the  Stock  Plans  will,  when
certificates representing such Shares have been duly executed, countersigned and
registered  and delivered  against  receipt by the Company of the  consideration
provided in the Stock Plans, be legally issued, fully paid and nonassessable.

         3. Each Right  associated  with the Stock Plans will be legally  issued
when such Right has been duly issued in accordance  with the terms of the Rights
Agreement and the associated  Share of Common Stock have been duly issued as set
forth in paragraph 2.

         The foregoing opinions are limited to the Delaware General  Corporation
Law. We express no opinion as to the  applications of the securities or blue sky
laws of the  various  states  to the  issuance  or sale of the  Shares of Common
Stock,  the  Rights  or the  Deferred  Compensation  Obligations.  We  assume no
obligation to update or supplement  this opinion  letter to reflect any facts or
circumstances  which may  hereafter  come to our  attention  with respect to the
opinions expressed above, including any change in applicable law.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration  Statement and to all references to us included in or made part
of the Registration Statement.


                                                     Very truly yours,


                                                     /s/ McDermott, Will & Emery

                                                     McDermott, Will & Emery