EXHIBIT 5.1

                         ELLENOFF GROSSMAN & SCHOLE LLP
                                ATTORNEYS AT LAW

                              370 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
               TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889
                                 www.egsllp.com

                                  JUNE 17, 2005

Syscan Imaging, Inc.
1772 Technology Drive
San Jose, CA 95110

      Re:   REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

      We have acted as counsel to Syscan Imaging, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form SB-2, File No. 333-124313 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering the resale of
an aggregate of up to 3,263,750 shares of the Company's common stock, par value
$0.001 per share (the "Shares"), by the selling stockholders named in the
Registration Statement (the "Selling Stockholders"). The Shares underlie the
Company's Series A Convertible Preferred Stock and Warrants previously issued to
and currently held by the Selling Stockholders.

      In connection with the opinion expressed below, we have examined and
relied as to matters of fact upon such certificates of public officials, such
statements and certificates of officers of the Company and originals or copies
certified to our satisfaction of the Certificate of Incorporation, the
amendments thereto, and the By-laws of the Company, proceedings of the Board of
Directors of the Company and such other corporate records, documents and
instruments as we have deemed necessary or appropriate in order to enable us to
render the opinion expressed below. In rendering this opinion, we have assumed
the genuineness of all signatures on all documents examined by us, the
authenticity of all documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as certified or photostatic
copies.

      Based on the foregoing and in reliance thereon, we are of the opinion that
the Shares being sold pursuant to the Registration Statement are duly authorized
and will be, when issued in accordance with the terms of the applicable
instruments, legally and validly issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related prospectus.

                                            Very truly yours,


                                            /s/ Ellenoff Grossman & Schole LLP

                                            Ellenoff Grossman & Schole LLP