[LETTERHEAD OF LOEB & LOEB]




Direct Dial: 212-407-4159
e-mail: mnussbaum@loeb.com

                                                             September 29, 2003

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

Ladies and Gentlemen:

         You have  requested our opinion with respect to the public  offering of
1,000,000  shares (the "Shares") of common stock, par value $.001 per share (the
"Common Stock"), of Intelli-Check, Inc., a Delaware corporation (the "Company"),
pursuant  to  a  Registration  Statement  on  Form  S-2  (No.  333-108043)  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Act").

         We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we
deem necessary as a basis for the opinion hereinafter expressed. With respect to
such, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of officers and responsible employees and agents of the
Company.

         Based upon the foregoing, it is our opinion that the Shares have been
duly and validly authorized and when sold, paid for and issued as contemplated
by the Registration Statement will be duly and validly issued and fully paid and
nonassessable provided, however, that the payment therefore is in any event not
less than the par value of the Shares so issued.





LOEB & LOEB LLP
Intelli-Check, Inc.
September 29, 2003
Page 2



         We hereby  consent to the use of this  opinion  as  Exhibit  5.1 to the
Registration Statement,  and to the use of our name as counsel to the Company in
connection with the Registration  Statement and in the Prospectus forming a part
thereof.  In giving this consent,  we do not thereby concede that we come within
the  categories  of persons  whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.



                                                     Very truly yours,



                                                     Loeb & Loeb LLP