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