June 12, 2000



Statesec Incorporated
105 Carpenter Drive, Suite C
Sterling, Virginia  20164

Ladies and Gentlemen:

We have acted as counsel for Stratesec Incorporated, a Delaware corporation (the
"Company"), in connection with the sale by certain of its stockholders, pursuant
to the Company's  registration  statement on Form S-3, of the  securities  being
registered  thereby  (the  "Securities").  Based  upon our  examination  of such
corporate  records  and other  documents  and such  questions  of law as we have
deemed necessary and appropriate, we are of the opinion that the Securities have
been duly authorized and are validly issued, fully paid, and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement.

Very truly yours,

Dyer Ellis & Joseph PC