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                             KATTEN MUCHIN & ZAVIS
                         525 West Monroe Street, Suite 1600
                         Chicago, Illinois 60661-3693

                                                                  (312) 902-5200

                                 July 30, 1998


Career Education Corporation
2800 West Higgins Road
Hoffman Estates, IL 60195

Ladies and Gentlemen:

     We have acted as counsel for Career Education Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") for the
registration for sale under the Securities Act of 1933, as amended (the "Act"),
of 1,112,471 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"), which may be issued pursuant to the Career Education
Corporation 1995 Stock Option Plan, Career Education Corporation 1998 Employee
Incentive Compensation Plan, Career Education Corporation 1998 Non-Employee
Directors' Stock Option Plan, Amended and Restated Option Agreement between
Career Education Corporation and John M. Larson, as amended, Supplemental Option
Agreement between Career Education Corporation and John M. Larson, Amended and
Restated Option Agreement between Career Education Corporation and Robert E.
Dowdell, as amended (the "Plans"). This opinion is being furnished in accordance
with the requirements of Item 605(b)(5) of Regulation S-K under the Act.

     In connection with this opinion, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction, of the
following:

          1.   The Registration Statement;

          2.   The Amended and Restated Certificate of Incorporation of the
               Company;

          3.   The Amended and Restated By-Laws of the Company;

          4.   Records of proceedings and actions of the Board of Directors of
               the Company relating to the adoption and amendment of the Plan;

          5.   Written consents of the stockholders of the Company relating to
               the adoption and amendment of the Plans;

          6.   The Plans;
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Career Education Corporation
July 30, 1998
Page 2


          7.   The form of Option Agreements under the Plans (the "Option
               Agreements");

          8.   Certificates of public officials, officers, representatives and
               agents of the Company, and we have assumed that all of the
               representations contained therein are accurate and complete; and

          9.   Such other instruments, documents, statements and records of the
               Company and others as we have deemed relevant and necessary to
               examine and rely upon for the purpose of this opinion.

     In connection with this opinion, we have assumed the legal capacity of all
natural persons, accuracy and completeness of all documents and records that we
have reviewed, the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or reproduced
copies.

     Based upon and subject to the foregoing, we are of the opinion that the
1,112,471 shares of Common Stock issuable under the Plans, when issued and
delivered by the Company in accordance with the terms of the Plans and the
applicable Option Agreements, will be validly issued, fully paid and
nonassessable securities of the Company.

     Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion herein concerning any
other laws. In addition, we express no opinion herein concerning any statutes,
ordinances, administrative decisions, rules or regulations of any county, town,
municipality or special political subdivision (whether created or enabled
through legislative action at the federal, state or regional level). This
opinion is given as of the date hereof and we assume no obligation to advise you
of changes that may hereafter be brought to our attention. In connection
therewith, we hereby consent to the use of this opinion for filing as Exhibit 5
to the Registration Statement.

                                    Very truly yours,


                                    /s/ Katten Muchin & Zavis
                                    -------------------------
                                    KATTEN MUCHIN & ZAVIS
