USA Technologies Inc – ‘SB-2’ on 8/2/96 – EX-5

As of:  Friday, 8/2/96   ·   Accession #:  950116-96-711   ·   File #:  333-09465

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        88    373K 
                          Issuer                                                 
 2: EX-3        Exhibit 3.1.6                                          3     14K 
 3: EX-4        Exhibit 4.1                                           25     60K 
 4: EX-4        Exhibit 4.2                                            4     20K 
 5: EX-5        Exhibit 5.1                                            2±    12K 
 6: EX-10       Exhibit 10.1.2                                         2     12K 
11: EX-10       Exhibit 10.14.2                                        3     12K 
12: EX-10       Exhibit 10.15.1                                        3     16K 
13: EX-10       Exhibit 10.18.1                                        6     29K 
 7: EX-10       Exhibit 10.2.1                                         2     12K 
15: EX-10       Exhibit 10.28                                         10     26K 
16: EX-10       Exhibit 10.29                                          7     31K 
 8: EX-10       Exhibit 10.3.1                                         2     12K 
17: EX-10       Exhibit 10.30                                         10     27K 
18: EX-10       Exhibit 10.31                                          7     31K 
19: EX-10       Exhibit 10.32                                          2     16K 
20: EX-10       Exhibit 10.33                                          2     13K 
 9: EX-10       Exhibit 10.6.1                                         6     30K 
10: EX-10       Exhibit 10.7.1                                         6     30K 
14: EX-10.26    Remarketing Agreement                                  9     51K 
21: EX-23       Exhibit 23.1                                           1      8K 

EX-5   —   Exhibit 5.1

EX-5
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                                                                     Exhibit 5.1
LURIO & ASSOCIATES

ATTORNEYS AT LAW
SUITE 1300
1760 MARKET STREET
 PHILADELPHIA, PA 19103-4132

----------------
DOUGLAS M. LURIO**                                             NEW JERSEY OFFICE
MARGARET SHERRY LURIO*                                                          
                                                               411 COOPER STREET
                                 215 / 665-9300         CAMDEN, NEW JERSEY 08102
                               FAX 215 / 665-8582         TEL. NO.: 609/225-9434

**MEMBER PENNSYLVANIA & FLORIDA BARS                                            
*MEMBER PENNSYLVANIA & NEW JERSEY BARS                                          

August 1, 1996

USA Technologies, Inc.                                                          
Three Glenhardie Corporate Center                                               
Suite 306                                                                       
1265 Drummers Lane                                                              
Wayne, PA 19087                                                                 

Attn: Mr. George R. Jensen, Jr., President                                      

Re: USA Technologies, Inc. -              
 Registration Statement on Form SB-2
 -----------------------------------

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 5,200,000 shares of
Common Stock ("Common Stock") issuable upon exercise of outstanding 1996 Common 
Stock Purchase Warrants of the Company (the "1996 Warrants").                   

 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.                                    

       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 issued as contemplated by 
the Registration Statement, the Common Stock 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
                       ---------------------------------
                  LURIO & ASSOCIATES

Dates Referenced Herein

This ‘SB-2’ Filing		Date		Other Filings
Filed on:		8/2/96		None on these Dates
		8/1/96
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