

                                                             EXHIBIT 5
                                                          (312) 902-5200
                             [KMZ LETTERHEAD]


                              August 3, 1999


     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 750,000 additional 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 1998 Employee Incentive Compensation
     Plan, as amended (the "Plan").  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 and the Stockholders of
                   the Company relating to the amendments to the
                   Plan;

               5.  The Plan;

               6.  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

               7.  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 additional 750,000 shares of Common Stock
issuable under the Plan, when issued and delivered by the Company
in accordance with the terms of the Plan, 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
