EXHIBIT 5.1

                   Buchanan Ingersoll Professional Corporation
                         Eleven Penn Center - 14th Floor
                               1835 Market Street
                        Philadelphia, Pennsylvania 19103


                                  June 18, 2002



BIO-key International, Inc.
1285 Corporate Center Drive
Suite 175
Eagan, Minnesota 55121

         RE:      BIO-KEY INTERNATIONAL, INC.

Gentlemen:

         This opinion is being furnished in connection with the Registration
Statement on Form SB-2 filed by Bio-key International, Inc., a Minnesota
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), for the registration of the
resale of 22,416,139 shares of Common Stock (the "Shares") which may be offered
and sold from time to time by the selling shareholders identified in the
prospectus (the "Selling Shareholders") who will receive the Shares upon the
conversion or exercise, as applicable, of convertible notes, debentures,
preferred stock or warrants (collectively, the "Convertible Securities").

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
certificates or records as we have deemed necessary or appropriate as bases for
the opinions set forth herein. In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.

         Upon the basis of such examination, we advise you that in our opinion,
the Shares will be, upon their issuance in accordance with the Convertible
Securities, duly and validly authorized, validly issued, fully paid and
non-assessable. It is our understanding that this opinion is to be used only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the




Act. We also consent to the reference to our firm under the caption "Legal
Matters." 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 Act or the
rules and regulations of the Securities and Exchange Commission.


                                        BUCHANAN INGERSOLL
                                        PROFESSIONAL CORPORATION



                                        By: /s/ Vincent A. Vietti
                                            ------------------------------------
                                            Vincent A. Vietti, a Shareholder