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                                                                       Exhibit 5

 
                                 March 1, 1999



Career Education Corporation
2800 West Higgins Road
Suite 790
Hoffman Estates, IL 60195


Re:  Registration Statement on Form S-1
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Ladies and Gentlemen:

     We have acted as counsel for Career Education Corporation, a Delaware
corporation (the "Company"), and certain stockholders of the Company (the
"Selling Stockholders") in connection with the preparation and filing of a
Registration Statement on Form S-1, file No. 333-70747 (the "Registration
Statement") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The Registration Statement relates to a sale by the Company
and the Selling Stockholders of up to an aggregate of 2,000,000 shares
(2,300,000 shares if the underwriters' over-allotment option is exercised in
full) of the Company's Common Stock, $.01 par value per share (the "Common
Stock").

     In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers and
employees of, and the accountants for, the Company. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such instruments, documents and records as we have deemed relevant and necessary
to examine for the purpose of this opinion, including (a) the Registration
Statement, (b) the proposed form of Underwriting Agreement among the Company,
the Selling Stockholders and Credit Suisse First Boston Corporation, Salomon
Smith Barney Inc. and BancBoston Robertson Stephens Inc., as representatives of
the several underwriters to be named therein (the "Underwriting Agreement"), (c)
the Amended and Restated Certificate of Incorporation of the Company, (d) the
Amended and Restated By-laws of the Company and (e) resolutions adopted by the
Board of Directors of the Company.

     In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the genuineness
of all signatures, the due authority of the parties signing such documents, the
authenticity of the documents submitted to us as
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Career Education Corporation
March 1, 1999
Page 2


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, it is our opinion that up to the
2,300,000 shares of Common Stock covered by the Registration Statement
(including up to the 300,000 shares issuable upon exercise of the underwriters'
over-allotment option), when sold by the Company and the Selling Stockholders
and paid for in accordance with the provisions of the Underwriting Agreement,
will be legally issued, fully paid and non-assessable shares of Common Stock.

     Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion concerning any other
laws. 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.

     We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5 to the Registration Statement.

                              Very truly yours,



                              KATTEN MUCHIN & ZAVIS
