EXHIBIT 5.1

                       MASLON EDELMAN BORMAN & BRAND, LLP
                             3300 Wells Fargo Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402
                                 (612) 672-8200

June 8, 2004

Equitex, Inc.
7315 East Peakview Avenue
Englewood, Colorado  80111

         Re:      Registration Statement on Form S-3

Gentlemen:

         We have acted as counsel to Equitex, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about June 8, 2004 relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the resale by the selling shareholders identified in the Registration
Statement of an aggregate of 8,943,137 shares of the Company's common stock (the
"Shares"). This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act.

         In connection with the rendering of this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the articles of
incorporation and bylaws of the Company, as amended, each as currently in
effect; (iii) certain resolutions adopted by the Company's board of directors
relating to the issuance of the Shares covered by the Registration Statement,
the preparation and filing of the Registration Statement and certain related
matters; and (iv) such other documents, certificates and records as we deemed
necessary or appropriate as a basis for the opinions expressed herein.

         In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others. We are attorneys licensed to
practice in the State of Minnesota and the opinions expressed herein are limited
to the laws of the State of Minnesota and the federal securities laws of the
United States.

         Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, it is our opinion that the Shares have been
duly authorized and, when issued against payment of the requisite exercise price
(in the case of Shares issuable upon exercise of warrants) or surrender of the
promissory notes (in the case of Shares issuable upon conversion of the
promissory notes or issued in connection with payment of the promissory notes),
will be validly issued, fully paid and nonassessable.


                                      II-7



         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                        Very truly yours,



                                         /s/ MASLON EDELMAN BORMAN & BRAND, LLP




                                      II-9