EXHIBIT 5

                                February 6, 2007

Catuity Inc.
300 Preston Avenue Suite 30
Charlottesville, VA 22902

Greetings:

          We have acted as counsel to Catuity Inc., a Delaware corporation (the
"Company"), in connection with the proposed registration of 769,230 shares of
the Company's common stock ("Common Stock") to be offered and sold by certain
selling stockholders, as described in a Registration Statement on Form SB-2
filed with the Securities and Exchange Commission (together with all amendments
thereto, the "Registration Statement").

          It is our opinion that the shares of Common Stock to be registered
under the Registration Statement, when issued pursuant to the terms of the
underlying shares of Series A Convertible Preferred Stock and Convertible Notes,
will have been duly authorized and validly issued, and will be fully paid and
non-assessable.

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

                                        Very truly yours,

                                        JAFFE, RAITT, HEUER & WEISS
                                        Professional Corporation


                                        /s/ Jaffe, Raitt, Heuer, & Weiss