Exhibit 5.1

                  Friedlob Sanderson Paulson & Tourtillott, LLC
                     1775 Sherman Street, Twenty-First Floor
                             Denver, Colorado 80203

                                December 9, 2002


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 25,223,061 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,
Series I 6% Convertible Preferred Stock and Series J 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"), 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, I and J 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 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