                                                                     Exhibit 5.1


                         [Letterhead of Loeb & Loeb LLP]


                                 August 18, 2005

Intelli-Check, Inc.
246 Crossways Park West
Woodbury, NY 11797

                     Re: Registration Statement on Form S-3
Gentlemen:

      We have acted as counsel to  Intelli-Check,  Inc., a Delaware  corporation
(the "Company"),  in connection with the Registration Statement on Form S-3 (the
"Registration   Statement")   being  filed  with  the  Securities  and  Exchange
Commission  under the  Securities  Act of 1933, as amended (the "Act"),  for the
registration for resale by the selling stockholders listed therein (the "Selling
Stockholders")  of up to (i)  1,250,000  shares (the  "Shares") of the Company's
common  stock,  par value $.001 per share (the  "Common  Stock"),  (ii)  625,000
shares of Common Stock issuable upon exercise of warrants (the  "Warrants";  the
shares of Common Stock  issuable  upon  exercise of the Warrants are referred to
herein as the "Warrant Shares").

      In connection  with the foregoing,  we have examined  originals or copies,
satisfactory to us, of the (i) Registration Statement, (ii) the Amended Articles
of Incorporation of the Company,  (iii) the By-Laws of the Company (iv) the Form
of Purchase  Agreement  between the Company and the Selling  Stockholders in the
August  8  and  9,  2005  private  placement  referred  to in  the  Registration
Statement,  (v) the Form of Warrant and (vi)  certain  records of the  Company's
corporate  proceedings.  We have also  reviewed  such  other  matters of law and
examined and relied upon all such corporate  records,  agreements,  certificates
and other  documents as we have deemed relevant and necessary as a basis for the
opinion  hereinafter  expressed.  In  such  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  documents of all documents
submitted to us as copies or facsimiles.  Where factual matters relevant to such
opinion were not independently established,  we have relied upon certificates of
officers and responsible employees and agents of the Company.

<PAGE>


      Based upon and subject to the foregoing, we are of the opinion that:


      (a) the Shares are validly issued, fully paid and non-assessable;


      (b) the Warrant  Shares,  when paid for and issued in accordance  with the
terms of the Warrants, will be validly issued, fully paid and non-assessable.


      We are opining solely on all applicable  statutory  provisions of Delaware
corporate law, including the rules and regulations  underlying those provisions,
all  applicable  provisions  of the  Delaware  Constitution  and all  applicable
judicial and regulatory determinations.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus  constituting part of the Registration  Statement. In
giving this consent,  we do not thereby admit that we are within the category of
persons  whose  consent is required  under  Section 7 of the Act,  the rules and
regulations of the Securities and Exchange Commission  promulgated thereunder or
Item 509 of Regulation S-K promulgated under the Act.

                                 Very truly yours,

                                 /s/Loeb & Loeb LLP
                                 LOEB & LOEB LLP


