February 2, 2004



Board of Directors
CDEX Inc.

1700 Rockville Pike, Suite 400
Rockville, Maryland 20852

         RE: REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

         We have acted as counsel to CDEX Inc.  (the  "Company")  in  connection
with the registration  for resale on a Registration  Statement on Form SB-2 (the
"Registration  Statement") of an aggregate of 2,632,840  shares of common stock,
$.005 par value  (the  "Common  Stock")  owned by  certain  stockholders  of the
Company (the "Selling Stockholders").

         In such  connection,  we have examined  certain  corporate  records and
proceedings of the Company,  including the proceedings  taken in connection with
the  authorization  and  issuance of the Common Stock  described  above and such
other investigation as we deemed necessary.  Based upon the foregoing, we are of
the  opinion  that the  shares of Common  Stock of the  Company  covered  by the
Registration Statement have been duly authorized, validly issued, fully paid and
nonassessable.  This opinion is limited to the federal laws of the United States
of America and the laws of the State of Nevada,  including statutory  provisions
and reported judicial decisions interpreting those laws.

         We hereby consent to the inclusion of this opinion as an exhibit to the
Registration  Statement,  and we  further  consent  to the  reference  under the
caption "Legal Matters" in the Prospectus which forms a part of the Registration
Statement to the fact that this opinion concerning the validity of the shares of
Common Stock has been rendered by us.

                                                       Very truly yours,



                                                       BONDY & SCHLOSS LLP