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EXHIBIT 5.1
(Letterhead of Law Offices of Jeffrey D. Marks, Esq., P.C.)
December 22, 2000
Vertex Interactive, Inc.
23 Carol Street
Clifton, New Jersey 07014
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about December 22, 2000,
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of up to 5,712,397 shares of your Common
Stock (the "Shares"). As your legal counsel, we have examined the proceedings
taken by you in connection with the issuance and sale of the Shares.
It is our opinion that the Shares have been legally issued and are
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
LAW OFFICES OF
JEFFREY D. MARKS, ESQ., P.C.
/s/ Law Offices of Jeffrey D. Marks, Esq., P.C.
JDM/cmr
