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                                                                       EXHIBIT 5



                                                                   April 3, 1997


Visual Edge Systems Inc.
2424 North Federal Highway, Suite 100
Boca Raton, FL 33431

                          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 sale of an aggregate of 2,200,000
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), as follows: (i) 100,000 shares of Common Stock to be sold by certain
investors (the "Bridge Investors") who received such shares in a bridge
financing consummated by the Company in March 1997; (ii) 25,000 shares of
Common Stock to be sold by a former officer of the Company; (iii) 220,000
shares of Common Stock to be offered and sold by certain investors who invested
in the Company prior to the Company's initial public offering (the "IPO"); (iv)
100,000 shares of Common Stock underlying certain warrants owned by the Bridge
Investors; (v) 260,000 shares of Common Stock underlying certain warrants owned
by Whale Securities Co., L.P., the underwriter in the IPO; and (v) 1,495,000
shares of Common Stock underlying the Company's redeemable warrants which were
sold in the IPO.  The shares of Common Stock referred to above in clauses (i),
(ii) and (iii) are collectively referred to herein as the "Shares," and the
shares of Common Stock referred to above in clauses (iv), (v) and (vi) are
collectively referred to herein as the "Warrant Shares."

         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.
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         Based on the foregoing, we are of the opinion that:

                 1.       The Shares have been duly authorized and validly
                          issued by the Company and are fully paid and
                          non-assessable.

                 2.       The Warrant Shares have been duly authorized by the
                          Company and, when issued and paid for as described in
                          the Registration Statement, 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