July 18, 1996 Visual Edge Systems Inc. 7 West 51st Street New York, NY 10019 Re: Issuance of Shares Pursuant to Registration Statement on Form SB-2 ------------------------------------ Ladies and Gentlemen: We have acted as counsel to Visual Edge Systems Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form SB-2 (the "Registration Statement") relating to the public offering by the Company of an aggregate of 1,520,000 shares (including 220,000 shares to be sold by certain selling stockholders) (the "Shares") of the Conpany's Common Stock, par value $.0l per share (the "Common Stock"), and an aggregate of 1,300,000 Warrants (the "Warrants") to purchase 1,300,000 shares of Common Stock. In so acting, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation of the Company, as amended, the By-Laws of the Company, as amended, and such other documents, records, certificates and other instruments as in our judgment are necessary or appropriate for purposes of this opinion, including the proposed Warrant Agent Agreement (the "Warrant Agreement"), to be entered into among the Company, American Stock Transfer & Trust Company and Whale Securities Co., L.P. Based on the foregoing, we are of the opinion that: 1. The Shares have been duly authorized by the Company and, when issued and paid for as contemplated by the Registration Statement, will be duly and validly issued and fully paid and non-assessable. 2. The Warrants have been duly authorized by the Company and, when the Warrants have been issued and paid for as contemplated by the Registration Statement, the Warrants will be duly and validly issued and fully paid and non-assessable. 3. The shares of Common Stock to be issued upon exercise of the Warrants have been duly authorized by the Company and, when issued and paid for as contemplated by the Registration Statement and the Warrant Agreement, such shares of Common Stock will be duly and validly issued and fully paid and non-assessable. We render this opinion as members of the Bar of the State of New York and express no opinion as to any law other than the General Corporation Law of the State of Delaware. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Morgan, Lewis & Bockius LLP