EXHIBIT 5.1


                      [Letterhead of Dorsey & Whitney LLP]


Image Sensing Systems, Inc.
500 Spruce Tree Centre
1600 University Avenue West
St. Paul, Minnesota  55104-3825

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to Image Sensing Systems, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale of
up to 108,000 shares (the "Shares") of common stock of the Company, par value
$.01 per share (the "Common Stock"). The Shares will be sold from time to time
by the Selling Shareholders named in the Registration Statement.

         We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below.

         In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We also have assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.

         Based on the foregoing, we are of the opinion that the Shares to be
sold by the Selling Shareholders pursuant to the Registration Statement have
been duly authorized by all requisite corporate action, and that the Shares are
validly issued, fully paid and nonassessable.

         Our opinions expressed above are limited to the laws of the State of
Minnesota.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.

Date:  July 19, 2000

                                             Very truly yours,

                                             /s/ Dorsey & Whitney LLP

KLP