(Letterhead of Law Offices of Jeffrey D. Marks, Esq., P.C.)
                                      March 6, 2000
Vertex Interactive, Inc.
23 Carol Street
Clifton, New Jersey 07014

RE:     Form S-8 Registration Statement
        Vertex Interactive, Inc.

Ladies and Gentlemen:

At your request, I have examined the form of Registration
Statement No. 33-____________________, which you are filing with
the Securities and Exchange Commission on Form S-8 (the
"Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of up to 3,700,000
shares of your Common Stock (the "Stock") issuable pursuant to
the Company's Incentive Stock Option Plan.

	In rendering the following opinion, I have examined and
relied only upon the documents and certificates of officers and
directors of the Company as are specifically described below.
In my examination, I have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the
documents submitted to me as originals, and the conformity with
the original documents submitted to me as originals, and the
conformity with the original documents of all documents
submitted to me as copies.  My examination was limited to the
following documents and no others:

1.	Certificate of Incorporation of the Company, as
        amended to date;

2.	Bylaws of the Company, as amended to date;

3.	Certified Resolutions adopted by the Board of
        Directors of the Company authorizing the Plan and the
        issuance of stock;

4.	The Registration Statement; and

5.	The form of Plan.

I have not undertaken, nor do I intend to undertake, any
independent investigation beyond any such documents and records,
or to verify the adequacy or accuracy of such documents and
records.

Based on the foregoing, it is my opinion that the Stock to
be issued under the Plan, subject to effectiveness of the
Registration Statement and compliance with applicable blue sky
laws, and execution of the Plan in the form referred to herein,
when issued under the Plan, will be duly and validly authorized,
fully paid and non-assessable.

I express no opinion as to the compliance with the
securities or "blue sky" laws of any State in which the Stock is
proposed to be offered and sold or as to the effect, if any,
which non-compliance with such laws might have on the validity
of issuance of the Stock.

I consent to the filing of this opinion as an exhibit to
any filing made with the Securities and Exchange Commission or
under any State or other jurisdiction's securities act for the
purpose of registering, qualifying or establishing eligibility
for an exemption from registration or qualification of the Stock
described in the Registration Statement in connection with the
offering described therein.  Other than as provided in the
preceding sentence, this opinion (i) is addressed solely to you,
(ii) may not be relied upon by any other party, (iii) covers
only matters of New Jersey and federal law and nothing in this
opinion shall be deemed to imply any opinion related to the laws
of any other person, and (iv) may not be relied upon for any
other purpose whatsoever.  Nothing herein shall be deemed to
relate to or constitute an opinion concerning matters not
specifically set forth above.

By giving you this opinion and consent, I do not admit that
I am an expert with respect to any part of the Registration
Statement or Prospectus within the meaning of the term "expert"
as used in Section 11 of the Securities Act of 1933, as amended,
or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.

The information set forth herein is as of the date of this
letter.  I disclaim any undertaking to advise you of changes
which may be brought to my attention after the effective date of
the Registration Statement.

                       Very truly yours,

                       LAW OFFICES OF
                       JEFFREY D. MARKS, ESQ., P.C.

                      /s/ Law Offices of  Jeffrey D. Marks, Esq., P.C.

JDM/cmr