Cape Systems Group, Inc – ‘S-3/A’ on 5/24/00 – EX-5

On:  Wednesday, 5/24/00, at 5:49pm ET   ·   Accession #:  779681-0-24   ·   File #:  333-30232

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     22    115K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-5        Opinion re: Legality                                   1      7K 
 3: EX-23       Consent of Experts or Counsel                          1      6K 
 4: EX-23       Consent of Experts or Counsel                          1      8K 
 5: EX-23       Consent of Experts or Counsel                          1      7K 
 6: EX-23       Consent of Experts or Counsel                          1      6K 
 7: EX-23       Consent of Experts or Counsel                          1      6K 

EX-5   —   Opinion re: Legality

(Letterhead of Law Offices of Jeffrey D. Marks, Esq., P.C.)                     

            May 19, 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         
filed by you with the Securities and Exchange Commission on                     
February 11, 2000, and Amendment No. 1 thereto, to be filed by you on or        
about May 23, 2000 (the "Registration Statement") in connection with the        
registration under the Securities Act of 1933, as amended, of up to             
11,657,142 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                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3/A’ Filing		Date		Other Filings
Filed on:		5/24/00
		5/23/00
		5/19/00
		2/11/00		S-3
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