EXHIBIT 5

             LEGAL OPINION OF JENKENS & GILCHRIST PARKER CHAPIN LLP

              [Letterhead of Jenkens & Gilchrist Parker Chapin LLP]

                                  May __, 2002


Imaging Technologies Corporation
15175 Innovation Drive
San Diego, California 92128

Dear Sirs:

         We have  examined the  Registration  Statement on Form S-1 filed by you
with the Securities and Exchange  Commission on February 20, 2001  (Registration
No. 333-55874),  as amended (the "Registration  Statement"),  in connection with
the  registration  under  the  Securities  Act of  1933,  as  amended,  of up to
115,000,000  shares  of your  common  stock,  par value  $.005  per  share  (the
"Shares").  The Shares are being  registered  for resale by Amro  International,
S.A., Balmore Funds, S.A., Celeste Trust Reg. and Artifex Software, Inc.

         The Shares being sold by Amro International,  S.A., Balmore Funds, S.A.
and Celeste  Trust Reg.  are issuable by the Company  pursuant to a  Convertible
Note Purchase Agreement,  dated as of December 12, 2000, between the Company, on
the one hand, and Amro  International,  S.A.,  Balmore  Funds,  S.A. and Celeste
Trust  Reg.,   on  the  other  hand  (the  "2000  Note   Purchase   Agreement").
Additionally,  certain Shares being sold by Balmore Funds,  S.A. are issuable by
the Company pursuant to a Convertible Note Purchase Agreement,  dated as of July
26, 2001,  between the Company and Balmore Funds,  S.A. (the "2001 Note Purchase
Agreement"  and,  together  with the 2000  Note  Purchase  Agreement,  the "Note
Purchase  Agreements").  The Shares  being sold by Artifex  Software,  Inc.  are
issuable by the  Company  pursuant to an OEM  Amendment  dated  October 25, 2000
between the Company and Artifex Software,  Inc. (the "OEM  Amendment").  As your
legal  counsel in  connection  with these  transactions,  we have  examined  the
proceedings taken and are familiar with the proceedings  proposed to be taken by
you in connection with the sale and issuance of the Shares.

         It is our opinion that upon conclusion of the  proceedings  being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares,  the Shares,  when issued in the manner  described  in the  Registration
Statement,  the Note Purchase  Agreements or the OEM  Amendment,  as applicable,
will be validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement  and further  consent to the use of our name under the caption  "Legal
Matters" in the prospectus constituting part of the Registration Statement.

                             Very truly yours,

                             /s/ Jenkens & Gilchrist Parker Chapin LLP
                             -----------------------------------------
                                 JENKENS & GILCHRIST PARKER CHAPIN LLP