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              Washington, D.C.

File No. 037387-0011

 NY\883078.5


May 17, 2004


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

                  Re:  Infocrossing Inc. Registration of
                       3,979,500 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 3,979,500 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 April 13, 2004 (the "Registration Statement") for resale
by the selling stockholders named therein, you have requested our opinion set
forth below. The Shares consist of 2,917,000 shares of Common Stock issued and
outstanding as of the date hereof (the "Issued Shares") and 1,062,500 shares of
Common Stock (the "Warrant Shares") issuable upon exercise of warrants that were
issued by the Company on February 1, 2002 (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