EXHIBIT 5.1
                                 Graubard Miller
                        405 Lexington Avenue - 19th Floor
                            New York, New York 10174


                                                                   March 8, 2006

ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256

Dear Sirs:

      Reference is made to the Registration Statement on Form S-3 ("Registration
Statement") filed by ParkerVision, Inc. ("Company"), a Florida corporation,
under the Securities Act of 1933, as amended ("Act"), with respect to an
aggregate of 2,966,670 shares of common stock, par value $.01 per share ("Common
Stock"),to be offered for resale by certain individuals and entities ("Selling
Stockholder"), of which 2,373,335 shares are issued and outstanding and 593,335
shares of common stock are subject to issuance upon the exercise of certain
outstanding redeemable commons stock purchase warrants ("2006 Warrants").

      We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.

      Based upon the foregoing, it is our opinion that:

      (1)   The Common Stock previously issued by the Company to the Selling
            Stockholders was duly authorized and was legally issued and is fully
            paid and non-assessable.

      (2)   The 2006 Warrants previously issued by the Company were duly
            authorized, legally issued and fully paid.

      (3)   The Common Stock to be issued by the Company upon exercise of the
            2006 Warrants has been duly authorized and, when sold in the manner
            provided in the warrant agreement relating to the 2006 Warrants,
            will be legally issued, fully paid and non-assessable.

      In giving this opinion, we have assumed that all agreements pertaining to
the 2006 Warrants have been and that all certificates for he Company's shares of
Common Stock and the 2006 Warrants have been or are, duly executed on behalf of
the Company by the duly authorized Company officers and/or the


ParkerVision, Inc.
March 8, 2006
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Company's transfer agent and registered by the Company's registrar, if
necessary, and confirm, or will confirm, except at to denominations, to
specimens which we have examined.

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.

                                               Very truly yours,

                                               /s/ Graubard Miller

                                               GRAUBARD MILLER