EXHIBIT 5.1


                                         July 23, 1998


Board of Directors
Equitex, Inc.
7615 Peakview Avenue, Bldg. 8
Englewood, CO 80111

Re:  Registration Statement on Form S-8
     Opinion of Counsel

Gentlemen:

     As counsel for Equitex, Inc. (the "Company"),  a Delaware  corporation,  we
have examined the  Certificate of  Incorporation,  the Bylaws and Minutes of the
Company 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  Company's  Registration
Statement on Form S-8 (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 100,000 shares of the Company's common stock under
the 1993 Stock Option Plan for Non-Employee  Directors and 750,000 shares of the
Company's common stock under the 1993 Stock Option Plan  (collectively  known as
the  "Shares")  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,  upon
exercise of the options in accordance with their terms, 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.

                                         Very truly yours,

                                          FRIEDLOB SANDERSON RASKIN
                                             PAULSON & TOURTILLOTT, LLC