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Exhibit 5.1
LURIO & ASSOCIATES, P.C.
ATTORNEYS AT LAW
ONE COMMERCE SQUARE
2005 MARKET STREET
SUITE 2340
PHILADELPHIA, PA 19103-7015
TEL 215 / 665-9300
FAX 215 / 665-8582
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DOUGLAS M. LURIO** NEW JERSEY OFFICE
MARGARET SHERRY LURIO* 3 SOUTH HADDON AVENUE
KEVIN M. RULIS HADDONFIELD, NEW JERSEY 08033
TEL. (856) 216-2206
**MEMBER PENNSYLVANIA & FLORIDA BARS
*MEMBER PENNSYLVANIA & NEW JERSEY BARS
October 30, 2000
USA Technologies, Inc.
200 Plant Avenue
Wayne, PA 19087
Attn: Mr. George R. Jensen, Jr., Chief Executive Officer
Re: USA Technologies, Inc. -
Registration Statement on Form SB-2
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Dear Mr. Jensen:
We have acted as counsel to USA Technologies, Inc., a Pennsylvania
corporation (the "Company"), in connection with a Registration Statement on Form
SB-2, filed with the Securities and Exchange Commission on the date hereof (the
"Registration Statement"). The Registration Statement covers 6,700,000 shares of
Common Stock ("Common Stock") issuable to Swartz Private Equity, LLC upon
exercise of a commitment warrant, upon purchase under an investment agreement,
or upon exercise of purchase warrants to be issued in connection with the
purchase of Common Stock under the investment agreement.
In rendering this opinion, we have examined (i) the Articles of
Incorporation, as amended, and By-Laws of the Company; (ii) the resolutions of
the Board of Directors evidencing the corporate proceedings taken by the Company
to authorize the issuance of the Common Stock pursuant to the Registration
Statement; (iii) the Registration Statement (including all exhibits thereto);
and (iv) such other documents as we have deemed appropriate or necessary as a
basis for the opinion hereinafter expressed.
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In rendering the opinion expressed below, we assumed the authenticity
of all documents and records examined, the conformity with the original
documents of all documents submitted to us as copies and the genuineness of all
signatures.
Based upon and subject to the foregoing, and such legal considerations
as we deem relevant, we are of the opinion that when resold as contemplated by
the Registration Statement, and subject to effectiveness of the Registration
Statement and compliance with applicable state securities laws, the Common Stock
when issued will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to references made to this firm under the heading
"Legal Matters" in the Prospectus contained in the Registration Statement and
all amendments thereto.
Sincerely,
/s/ LURIO & ASSOCIATES, P.C.
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LURIO & ASSOCIATES, P.C.
