EXHIBIT 5


                                         May 23, 2001

General Binding Corporation
One GBC Plaza
Northbrook, Illinois 60062

Ladies and Gentlemen:

     I am General Counsel of General Binding Corporation, a Delaware corporation
(the "Company") and as such have acted as counsel to you in connection with the
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
to be filed with the Securities and Exchange Commission which covers 200,000
shares of Common Stock, $.125 par value, of the Company (the "Shares") offered
upon exercise of options under the Company's Non- Employee Directors 2001 Stock
Option Plan (the "Plan").

     I have examined the Registration Statement and such documents and records
of the Company and other documents as I have deemed necessary for the purpose of
this opinion.

     Based upon the foregoing, I am of the opinion that:

     1.   The Company is a corporation duly organized and legally existing under
the laws of the State of Delaware.

     2.   The Company has taken all action necessary to authorize (i) the Plan,
(ii) the granting of options pursuant to the Plan, and (iii) the issuance of the
Shares in accordance with the Plan and upon the exercise of options granted
pursuant to them.

     3.   The Shares that will be issued in accordance with the Plan and upon
the exercise of options granted pursuant to the Plan, upon such issuance will
constitute legally issued, fully paid and non-assessable Shares.

     I hereby consent to the filling of this opinion as an exhibit to the
Registration Statement.

                                         Very truly yours,


                                         /s/ Steve Rubin
                                         -----------------------------
                                         Steve Rubin
                                         Vice President,
                                         Secretary and General Counsel