LETTERHEAD OF BLANK ROME LLP


                                                               February 10, 2004


iCAD, Inc.
4 Townsend West
Suite 17
Nashua, New Hampshire  03603


Gentlemen:

         You have requested our opinion with respect to the offer and sale by
certain selling stockholders pursuant to the Registration Statement on Form S-3
("Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), to be filed by iCAD, Inc. (the "Company") with the Securities and
Exchange Commission, of 957,910 shares (the "Issued Shares") of the Company's
common stock, $.01 par value, (the "Common Stock") previously issued by the
Company to the selling stockholders.


         We have examined and relied upon originals, or copies certified or
otherwise identified to our satisfaction, of such documents and corporate and
public records as we deemed necessary as a basis for the opinion hereinafter
expressed. With respect to such examination, 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 representations of executive
officers of the Company.


         Based upon the foregoing, it is our opinion that the Issued Shares have
been duly and validly issued and are fully paid and non assessable.


         Please be advised that this firm owns 100,000 shares of Common Stock
and a partner of this firm owns shares of Common Stock.


         We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to the use of our name as your counsel 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,

                                          /s/ Blank Rome LLP

                                          BLANK ROME LLP