Exhibit 5.1

                  Friedlob Sanderson Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                           Denver, Colorado 80202-5099

                                November 13, 2001

Board of Directors
Equitex, Inc.
7315 East Peakview Avenue
Englewood, Colorado 80111



Re:      Registration Statement on Form S-3
         Opinion of Counsel

Gentlemen:

         As counsel for Equitex, Inc. (the "Corporation"), a Delaware
corporation, we have examined the Certificate of Incorporation, the Bylaws and
Minutes of the Corporation and such other corporate records, documents and
proceedings, and have considered such questions of law as we deemed relevant for
the purpose of this opinion. We have also, as such counsel, examined the
Corporation's Registration Statement on Form S-3 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission today or shortly
thereafter, covering the sale of an aggregate of up to 17,524,274 shares (the
"Shares") of the Corporation's common stock that have been and may be issued
pursuant to the conversion of the Series H 8% Convertible Preferred Stock and
Series I 6% Convertible Preferred Stock (collectively, the "Preferred Stock")
held by the selling securityholders, including Shares that may be issued upon
the exercise of warrants issued in connection with the purchase of the Preferred
Stock (the "Preferred Stock Warrants"), and common stock issued and issuable to
the selling securityholders pursuant to the Corporation's acquisitions of Nova
Financial Systems, Inc. and Key Financial Systems, Inc. (the "Acquisitions") and
common stock that may be issued upon the exercise of warrants issued in
connection with the Acquisitions (the "Acquisition Warrants"), all in accordance
with the Certificates of Designations, Securities Purchase Agreements, Warrants
and Registration Rights Agreements, and any amendments thereof, for the Series H
and I Convertible Preferred Stock and the Preferred Stock Warrants
(collectively, the "Preferred Stock Agreements"), and the agreements and plans
of reorganization for the Acquisitions, the subscription agreements, Warrants
and registration rights agreement, and any amendments thereof (collectively, the
"Acquisition Agreements") as described in and in accordance with the terms of
the Registration Statement.

         Based upon the foregoing, we are of the opinion that the Shares, issued
in accordance with the Preferred Stock Agreements and Acquisition Agreements,
including shares to be issued upon conversion of the Series I 6% Convertible
Preferred Stock and upon exercise of the Preferred Stock Warrants and
Acquisition Warrants in accordance with their terms, have been and will be duly
and validly issued as fully paid and non-assessable shares of common stock of
the Corporation.

         We hereby consent to the use of our name in such Registration Statement
and to the filing of this opinion as Exhibit 5.1 thereto. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission promulgated
thereunder.



                              /s/ Friedlob Sanderson Paulson & Tourtillott, LLC