Exhibit 5



                                                   October 25, 1999



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

           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 66,263 shares of
Common Stock of the Company to be issued to employees of the Company as a bonus
for services rendered or as salary for services to be performed during the
fourth quarter of calendar year 1999.

                  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); and (iv) 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,





USA Technologies, Inc.
October 25, 1999
Page 2

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.