Exhibit 5.1

January 13, 2005

MicroFinancial Incorporated
10-M Commerce Way
Woburn, Massachusetts 01801

      Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as legal counsel to MicroFinancial Incorporated, a Massachusetts
corporation (the "Company"), with respect to the Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission on January 13, 2005 for the purpose of registering for resale under
the Securities Act of 1933, as amended (the "Securities Act"), up to 452,342
shares (the "Warrant Shares") of the Company's Common Stock, $.01 par value per
share (the "Common Stock"), underlying certain warrants to purchase shares of
Common Stock (the "Warrants") issued on June 10, 2004 and September 29, 2004.

Based on our review of the Restated Articles of Organization of the Company, as
amended, the By-laws of the Company, as amended, and such other documents and
records as we have deemed necessary and appropriate, we are of the opinion that
the Warrant Shares, if and when issued and paid for in accordance with the
Warrants, will be validly issued, fully paid and nonassessable.

We understand that this letter is to be used in connection with the Registration
Statement, as finally amended, and hereby consent to the filing of this letter
with and as a part of the Registration Statement as so amended, and to the
reference to our firm in the prospectus which is a part of the Registration
Statement under the heading "Legal Matters." In giving such consent, we do not
hereby admit that we are included within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
promulgated thereunder.

It is understood that this letter is to be used in connection with the resale of
the Warrant Shares only while the Registration Statement is effective as so
amended and as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act.

Very truly yours,

/s/ Edwards & Angell, LLP