
                            McDermott, Will & Emeryy
                       227 West Monroe Street, Suite 3100
                          Chicago, Illinois 60606-5096
                                  312-372-2000



                                   November 2, 1998


Board of Directors
APAC TeleServices, Inc.
One Parkway North Center, Suite 500
Deerfield, Illinois 60015

     Re:  Registration Statement  on Form S-8; 4,400,000 shares  of Common Stock
          to be issued  pursuant to  Amended and Restated  1995 Incentive  Stock
          Plan
Gentlemen:

     You have requested our opinion in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") of APAC
TeleServices, Inc. (the "Company"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to register 4,400,000
shares of the common stock of the Company, $.01 par value (the "Common Stock"),
which may be issued pursuant to the APAC TeleServices, Inc. Amended and Restated
1995 Incentive Stock Plan (the  Plan ).

     We have examined or considered:

          1.  A copy of the Company's Articles of Incorporation, as amended.

          2.  The By-Laws of the Company.

          3.  Telephonic confirmation of the Secretary of State of Illinois, as
     of a recent date, as to the good standing of the Company in that state.

          4.  Copies of resolutions duly adopted by the Board of Directors and
     evidence of Shareholder approvals relating to the Plan.

     In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.  In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons.

     Based on the foregoing, we are of the opinion that all corporate
proceedings necessary for the authorization, issuance and delivery of the Common
Stock under the Plan have been duly taken and upon acquisition pursuant to the
terms of the Plan, the Common Stock will be validly issued, fully paid and
nonassessable.

     Members of our firm are admitted to the practice of law in the State of
Illinois and we express no opinion as to the laws of any jurisdiction other than
the laws of the State of Illinois and the laws of the United Stated of America. 
This opinion is furnished to you solely for your benefit in connection with the
filing of the Registration Statement and is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior written
consent.  Notwithstanding the foregoing, we hereby consent to the references to
our firm in the Registration Statement and to the filing of this opinion by the
Company as an Exhibit to the Registration Statement.  In giving this consent, we
do not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.




                              /s/ McDERMOTT, WILL & EMERY
     
