Exhibit 5.1

                    GEOFFREY  T.  CHALMERS,  ESQ.
                         33  BROAD  STREET
                         BOSTON,  MA  02109


LocatePLUS  Holdings  Corporation
100  Cummings  Center,  Suite  235M
Beverly,  MA  01915
Att:  James  C.  Fields,
      Acting CFO and VP of Finance

Ocotber 31, 2006

Re:  LocatePLUS  Holdings  Corporation  Common  Stock  -  SEC  Form  SB-2  -
     Common Stock issued to Dutchess Private Equities Fund, LP Dutchess Private
     Equities  Fund  II,  LP

Dear  Sirs:
     I am providing this opinion to you in connection with the issuance of up to
1,472,808 shares of Common Stock, par value $0.01 per share ( the "Shares" ) of
LocatePLUS  Holdings  Corporation  (the  "Company"  )  covered by a Registration
Statement  on  Form  SB-2  to  be  filed  with  the U.S. Securities and Exchange
Commission  covering  the  Shares,  as  follows:
-     Up  to  1,472,808 Shares to  be issued  upon  conversion  of a $1,500,000
Debenture  dated December  29, 2005 and a $750,000 Debenture dated July 21, 2006
( the "Debentures") issued by the Company to Dutchess.
     In  connection  with  this  opinion I have examined copies of the following
documents represented by officers of the Company to be genuine and in full force
and  effect:

-     Articles  of  Organization
-     By-Laws
-     The  Investment  Agreement
-     Registration  Rights  Agreement
-     The  Debenture
-     The  Warrant
-     Votes  of  the Board of Directors of the Company authorizing the execution
      of the  above-referenced  documents and  the issuance of the Shares out of
      shares of  Common  Stock  reserved  for  the  purpose.

     Based  solely  upon  the  foregoing  and  upon  discussions with authorized
officers  of the Company I am of the opinion that the issuance of the Shares has
been  duly  authorized and that, upon exercise of the rights and pursuant to the
terms  and  conditions  of  the  Investment  Agreement,  the Registration Rights
Agreement,  the Debenture and the Warrant, the Shares issued will have been duly
authorized, validly issued, fully paid and non-assessable, subject to the rights
of  creditors  and  other  limitations  on  issuance  under  state  law.

     I  consent  to the inclusion of this letter as an Exhibit to a Registration
Statement  on  Form  SB-2  to  be  filed  with  the U.S. Securities and Exchange
Commission  covering  the  Shares.

     This  letter is provided solely to yourself and, except as described above,
may not be shown to or relied on by any other person or firm without the express
prior written permission of the undersigned. The letter is limited to matters of
Federal  securities  law only as applied to the circumstances recited above. The
undersigned  is a member of the bar of the Commonwealth of Massachusetts and the
State  of New York only and no opinion is hereby expressed as to the laws of any
other  state jurisdiction. The undersigned has made no independent investigation
of  any  of  the  matters  presented  and  this  letter is based solely upon the
documents  and  conversations  described  above,  all of which are assumed to be
genuine  and  a  complete  disclosure  of  all  relevant  circumstances.


Very  truly  yours,

Geoffrey  T.  Chalmers,  Esq.