EXHIBIT 5

EXHIBIT 5

February 27, 1998


SunSource Inc.
3000 One Logan Square
Philadelphia, PA 19103

Re: SunSource Inc.
Registration Statement on Form S-2
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Ladies and Gentlemen:

We have acted as counsel to SunSource Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-2 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the public offering of an aggregate of 2,272,467 shares of Common Stock, par
value $.01 per share, of the Company (the "Common Shares"), of which 796,408
Common Shares (including 296,408 Common Shares subject to the underwriters'
overallotment option) are to be newly issued and sold by the Company (the
"Company Shares"), and 1,476,059 Common Shares (the "Selling Stockholder
Shares") are to be sold by the selling stockholders listed in the Registration
Statement under "Security Ownership of Certain Beneficial Owners, Management and
Selling Stockholders."

In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Amended and Restated
Certificate of Incorporation; (c) the Company's Bylaws; (d) certain records of
the Company's corporate proceedings as reflected in its minute books; (e) a
draft of the Underwriting Agreement pertaining to the proposed offering subject
to the Registration Statement; and (f) such other documents as we have deemed
relevant. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with the original of all documents submitted to us as copies thereof

Based upon the foregoing, we are of the opinion that, (1) when issued by the
Company in the manner contemplated in the Registration Statement, the Company
Shares (and any additional shares registered under the Registration Statement or
a second registration statement filed pursuant to Rule 462(b) under the Act)
will be validly issued, fully paid and nonassessable and (ii) the Selling
Stockholder Shares are validly issued, fully paid and nonassessable.

Our opinion set forth above is limited to the General Corp Law of the State of
Delaware.




SunSource Inc.
February 27, 1998
Page 2



We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,



MORGAN, LEWIS & BOCKIUS LLP