April 24, 2001

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

                  Re:      Intelli-Check, Inc. - Dividend Distribution of Rights
                           to Purchase Intelli-Check, Inc. Common Stock
                           and Issuance of Shares Upon Exercise of the Rights

Ladies and Gentlemen:

      We have acted as counsel for Intelli-Check,  Inc., a Delaware  corporation
(the "Company"), in connection with the preparation and filing by the Company of
a registration  statement (the "Registration  Statement") on Form S-3, under the
Securities Act of 1933, as amended  relating to the  distribution by dividend of
non-transferable  rights  (the  "Rights")  to purchase  shares of the  Company's
common stock,  par value $.001 per share (the  "Shares") and the issuance of the
Shares upon exercise of the Rights.

      As counsel to the Company we have  examined and relied upon, as to factual
matters,  originals  or  photostatic  and  certified  copies  of such  corporate
records,  including,  but not limited to minutes of the Board of  Directors  and
Stockholders  of the Company and other  instruments,  certificates  of corporate
officers and such other documents as we have deemed  necessary or appropriate as
a basis for the opinions hereafter expressed. We have assumed the genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
and  the  conformity  to the  originals  of  all  documents  submitted  to us as
conformed or photostatic copies.



Intelli-Check, Inc.
Page 2

      Based upon, and subject to the  foregoing,  we are of the opinion that the
Rights  have been duly  authorized  by the Board of  Directors  and are  legally
issued,  fully paid and nonassessable,  and the Shares have been duly authorized
by the Board of Directors  and, upon  exercise of the Rights in accordance  with
their terms, will be legally issued, fully paid and nonassessable.

      We  hereby  consent  to be named  in the  Registration  Statement  and the
prospectus as attorneys  who have passed upon legal  matters in connection  with
the  offering  of the  securities  offered  thereby  under  the  caption  "Legal
Matters."

      We further  consent to your filing a copy of this opinion as an Exhibit to
the Registration Statement.

                                                Very truly yours,

                                                MILBERG WEISS BERSHAD
                                                   HYNES & LERACH LLP

                                                By:    /s/ Arnold N. Bressler
                                                   -----------------------------
                                                          Arnold N. Bressler
                                                         A Member of the Firm