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                                                                       EXHIBIT 5

                   BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
                                    Attorneys
                               Eleven Penn Center
                         1835 Market Street, 14th Floor
                        Philadelphia, Pennsylvania 19103



                                  June 30, 1999



Osage Systems Group, Inc.
1661 East Camelback Road, Suite 245
Phoenix, AZ  85016

Gentlemen:


         We have acted as counsel to Osage Systems Group, Inc., a Delaware
corporation ("Osage"), in connection with the filing by Osage of a registration
statement on Form S-3 (the "Registration Statement"), under the Securities Act
of 1933, as amended, relating to the registration of the following shares of
Osage's common stock, $0.01 par value per share (the "Common Stock"), all of
which are to be offered by certain selling security holders as set forth in the
Registration Statement:



         1. 3,105,658 shares of common stock (the "Shares");



         2. 842,500 shares of common stock which may be issued, if at all, upon
the exercise of warrants (the "Warrants");



         3. 201,005 shares of common stock, subject to adjustment, which may be
issued, if at all, upon the conversion of Osage's outstanding Series D
Convertible Preferred Stock (the "Series D Shares"); and



         4. $2,000,000 conversion value of shares of common stock which may be
issued, if at all, upon the conversion of Osage's outstanding Series E
Convertible Preferred Stock (the "Series E Shares").


         In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:

         1. The issuance of the Shares has been duly and validly authorized, and
the shares are legally issued, fully paid and non-assessable;

         2. The shares of Common Stock to be issued upon the exercise of the
Warrants have been duly and validly authorized and, when issued in accordance
with the terms of the appropriate instrument evidencing the Warrants, including,
without limitation, payment of the
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applicable exercise price with respect to the Warrants, will be legally issued,
fully paid and non-assessable; and



         3. Assuming the applicable conversion price (as set forth in the
respective Certificates of Designation of the Series D Shares and the Series E
Shares) in effect at the time of such conversion is such that the Series D
Shares and the Series E Shares are convertible, in the aggregate, into no more
than the authorized number of shares of common stock less the number of shares
of common stock outstanding and less the number of shares of common stock
reserved for issuance at such time, the shares of common stock to be issued upon
the conversion of the Series D Shares and Series E Shares have been duly
authorized and, when issued in accordance with the respective terms of the
Series D Convertible Preferred Stock Purchase Agreement dated as of December 31,
1998 between Osage and The Cuttyhunk Fund Limited, the Certificate of
Designation of the Series D Shares, the Series E Convertible Preferred Stock
Purchase Agreement dated as of February 9, 1999 between Osage and Halifax Fund,
L.P. and the Certificate of Designation of the Series E Shares, will be legally
issued, fully paid and non-assessable.


         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement.

                                                     Very truly yours,


                                                     BUCHANAN INGERSOLL
                                                     PROFESSIONAL CORPORATION

                                                     /s/ Stephen M. Cohen