<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

                                February 26, 2004

Innovative Solutions and Support, Inc.
720 Pennsylvania Drive
Exton, PA 19341

         Re: Registration Statement on Form S-8

Dear Sir/Madam:

         We have acted as counsel to Innovative Solutions and Support, Inc., a
Pennsylvania corporation (the "Company"), in connection with a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on the
date hereof (the "Registration Statement"), relating to the offer and sale of up
to 50,000 shares of common stock, $.001 par value per share, of the Company (the
"Common Stock"), issuable by the Company pursuant to awards granted or available
for grant under the Company's Innovative Solutions and Support, Inc. 2003
Restricted Stock Plan (the "Plan").

         In rendering this opinion, we have examined the Registration Statement,
including the exhibits thereto, the Company's Articles of Incorporation, as
amended and By-Laws as currently in effect, the Plan and such other documents as
we have deemed appropriate. We have not performed any independent investigation
other than the document examination described above. In the foregoing
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the authenticity of all
documents submitted to us as copies of originals.

         Based on the foregoing, we are of the opinion that the shares of Common
Stock issuable pursuant to awards granted or available for grant under the Plan
will be, when issued and paid for in accordance with the terms of the Plan and
any applicable award agreements or related documents, validly issued, fully paid
and non-assessable.

         The opinion set forth above is limited to the Business Corporation Law
of the Commonwealth of Pennsylvania, as amended.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.


                                                     Very truly yours,



                                                     PEPPER HAMILTON LLP



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