EXHIBIT 5.1
                                   -----------

July 2, 2002

iVoice, Inc.
750 Highway 34
Matawan, New Jersey 07747

Re:      iVoice, Inc. (the "Corporation")
         Registration Statement on Form SB-2 (the "Registration Statement")

Gentlemen:

We have  acted as special  counsel to the  Corporation  in  connection  with the
preparation of the Registration Statement on Form SB-2 filed with the Securities
and Exchange  Commission pursuant to the Securities Act of 1933, as amended (the
"1933  Act"),  relating to the  proposed  public  offering of up to  402,650,000
shares of the Corporation's common stock (the "Common Stock").

We are  furnishing  this  opinion to you in  accordance  with Item  601(b)(5) of
Regulation S-B  promulgated  under the 1933 Act for filing as Exhibit 5.1 to the
Registration Statement.

We are  familiar  with the  Registration  Statement,  and we have  examined  the
Corporation's  Articles of Incorporation,  as amended to date, the Corporation's
Bylaws,  as amended to date, and minutes and  resolutions  of the  Corporation's
Board of Directors and shareholders. We have also examined such other documents,
certificates,  instruments and corporate records,  and such statutes,  decisions
and questions of law as we have deemed  necessary or appropriate for the purpose
of this opinion.

Based upon the foregoing,  we are of the opinion that the shares of Common Stock
to be  sold  by  the  Selling  Stockholders  (as  defined  in  the  Registration
Statement)  to the public,  when issued and sold in the manner  described in the
Registration  Statement (as  amended),  will be validly  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  Exhibit  to  the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.

Very truly yours,

/s/ Kirkpatrick & Lockhart LLP

KIRKPATRICK & LOCKHART LLP