EXHIBIT 5.1

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						June 18, 1998


Vertex Industries, Inc.
23 Carol Street
P.O. Box 996
Clifton, New Jersey 07014-0996

	RE:	S-8 Vertex Industries, Inc.

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 
70,000 shares of your Common Stock (the "Stock") issuable pursuant 
to the Employment Agreement with Robert Morsch.

	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;

	5.	The form of Plan.

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	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 my 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 (v) 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,


						s/Jeffrey D. Marks
						JEFFREY D. MARKS, ESQ.
JDM/cmr
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