EXHIBIT 5


May 17, 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 621,218 shares of
the Company's common stock ("Common Stock") to be offered and sold by certain
Selling Security Holders, 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 have been duly authorized, and, when issued pursuant
to the terms of the underlying shares of Series A Convertible Preferred Stock
and Convertible Notes, will be validly issued, 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
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