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                                                                       EXHIBIT 5




             [AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]




   
                                August 14, 1998
    


Clark/Bardes Holdings, Inc.
2121 San Jacinto Street, Suite 220
Dallas, Texas  75201-7906

Ladies and Gentlemen:

   
     We have acted as counsel to Clark/Bardes Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the proposed public offering of
up to 4,600,000 shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock") and up to 20,000 Series A Junior Participating Preferred
Stock (the "Rights"), as described in Registration Statement No. 333-56799 on
Form S-1 (the "Registration Statement") filed with the Securities and Exchange
Commission.
    

     We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions listed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.

     Based upon such examination and representations, we advise you that, in our
opinion:

     A.   The shares of Common Stock that are to be sold and delivered by the
Company as contemplated by the Underwriting Agreement (the "Underwriting
Agreement"), the form of which is filed as Exhibit 1.1 to the Registration
Statement, have been duly authorized by the Company.

     B.   The shares of Common Stock that are to be sold and delivered by the
Company as contemplated by the Underwriting Agreement will, when issued and
delivered in accordance with the terms of the Underwriting Agreement, be
validly issued, fully paid and non-assessable.

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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.


   
Clark/Bardes Holdings, Inc.
August 14, 1998
Page 2
    


   
     C.   The shares of Common Stock that are currently held by the Selling
Stockholder and which are to be sold and delivered by the Selling Stockholder
as contemplated by the Underwriting Agreement, have been validly issued and 
are fully paid and non-assessable.
    

     D.   The Rights have been duly authorized by the Company.

     E.   The Rights to be issued in connection with the Common Stock to be
sold and delivered by the Company as contemplated by the Underwriting 
Agreement will, when issued, be validly issued.

   
     F.   The Rights that are currently held by the Selling Stockholder and
which are to be delivered by the Selling Stockholder in connection with the
Common Stock to be sold and delivered by the Selling Stockholder as
contemplated by the Underwriting Agreement, have been validly issued.
    

     We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters"
in the Prospectus contained therein.


                                    Sincerely,



   
                                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.