Exhibit 5



                                                   April 5, 2000



USA Technologies, Inc.
200 Plant Avenue
Wayne, PA 19087
Attn: Mr. George R. Jensen, Jr., Chief Executive Officer

           Re:      USA Technologies, Inc. -
                    Registration Statement on Form S-8
                    ----------------------------------

Dear Mr. Jensen:

                  We have acted as counsel to USA Technologies, Inc., a
Pennsylvania corporation (the "Company"), in connection with a Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on the
date hereof (the "Registration Statement"). The Registration Statement covers
87,500 shares of Common Stock of the Company to be issued to key management
employees of the Company as a bonus for services rendered and to be rendered to
the Company for calendar year 2000 pursuant to employment agreements between the
employees and the Company (the "Employment Agreements").

                  In rendering this opinion, we have examined (i) the Articles
of Incorporation, as amended, and By-laws of the Company; (ii) the resolutions
of the Board of Directors evidencing the corporate proceedings taken by the
Company to authorize the issuance of the Common Stock pursuant to the
Registration Statement; (iii) the Registration Statement (including all exhibits
thereto); (iv) the Employment Agreements; and (v) such other documents as we
have deemed appropriate or necessary as a basis for the opinion hereinafter
expressed.

                  In rendering the opinion expressed below, we assumed the
authenticity of all documents and records examined, the conformity with the
original documents of all documents submitted to us as copies and the
genuineness of all signatures.

                  Based upon and subject to the foregoing, and such legal
considerations as we deem relevant, we are of the opinion that, when sold as
contemplated by the Registration Statement and the





USA Technologies, Inc.
April 5, 2000
Page 2

Employment Agreements, and subject to compliance with applicable state
securities laws, the Common Stock will be legally issued, fully paid and
nonassessable.

                  We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.

                                                   Sincerely,

                                                   LURIO & ASSOCIATES, P.C.

                                                   /s/ Lurio & Associates, P.C.