EXHIBIT 5.1

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                                                     Washington, D.C.

                                       File No. 030975-0005


October 31, 2003


Infocrossing, Inc.
2 Christie Heights Street
Leonia, NJ 07605

                  Re:  Infocrossing Inc. Registration of
                       13,147,800 Shares of Common Stock, par value $0.01

Ladies and Gentlemen:

         In connection with the registration by Infocrossing, Inc., a Delaware
corporation (the "Company"), of 13,147,800 shares (the "Shares") of the
Company's common stock, par value $0.01 per share (the "Common Stock"), under
the Securities Act of 1933, as amended, on Form S-3 filed with the Securities
and Exchange Commission on October 31, 2003 (the "Registration Statement") for
resale by the selling stockholders named therein, you have requested our opinion
set forth below. The Shares consist of 9,739,111 shares of Common Stock issued
and outstanding as of the date hereof (the "Issued Shares") and 3,408,689 shares
of Common Stock (the "Warrant Shares") issuable upon exercise of warrants that
were issued by the Company on October 21, 2003 (the "Warrants").

         In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Issued Shares and
the Warrants. In addition, we have examined such matters of fact and questions
of law as we have considered appropriate for purposes of this letter.

         We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws.

         Subject to the foregoing, it is our opinion that as of the date hereof:

         1. The Issued Shares have been duly authorized by all necessary
corporate action of the Company, have been validly issued and are fully paid and
non-assessable.

         2. The Warrant Shares have been duly authorized by all necessary
corporate action of the Company and when issued and paid for in accordance with
the terms of the Warrants, will be validly issued, fully paid and
non-assessable.

         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Validity of Securities."

                                                     Very truly yours,

                                                                /s/
                                                     --------------------------
                                                     Latham & Watkins LLP