Exhibit 5.1

                 [Sonnenschein Nath & Rosenthal LLP Letterhead]


                                                     February 7, 2005



Emtec, Inc.
572 Whitehead Road
Trenton, New Jersey 08619

          Re: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     In our  capacity as counsel to Emtec,  Inc.,  a Delaware  corporation  (the
"Company"),  we have been  asked to render  this  opinion in  connection  with a
registration  statement on Form S-8 (the  "Registration  Statement") being filed
contemporaneously  herewith  by the Company  with the  Securities  and  Exchange
Commission under the Securities Act of 1933, as amended (the "Securities  Act"),
covering  1,000,000  shares (the "Option Shares") of the Company's common stock,
par value $0.10 per share.  The Option  Shares are issuable upon the exercise of
options  which  have been  granted  or which may be  granted  subsequent  hereto
pursuant to the Company's 1996 Stock Option Plan (the "Option Plan").

     In  connection  with  rendering  this  opinion,  we have  examined  and are
familiar  with the  Company's  Certificate  of  Incorporation,  as amended,  the
Company's  Amended and  Restated  By-Laws,  the Option  Plan,  the  Registration
Statement,  corporate proceedings of the Company relating to the Option Plan and
such other  instruments  and  documents  as we have  deemed  relevant  under the
circumstances.

     In making the aforesaid  examinations,  we have assumed the  genuineness of
all signatures and the conformity to original  documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records  furnished to us by the Company include all corporate  proceedings taken
by the Company to date.

     Based upon the foregoing and subject to the assumptions and  qualifications
set forth  herein,  we are of the opinion that the Option  Shares have been duly
and validly  authorized  and,  when issued and paid for in  accordance  with the
terms of the Option  Plan,  will be duly and  validly  issued and fully paid and
non-assessable.

     The  foregoing  opinion  is  limited  to the laws of the  United  States of
America  and  Delaware  corporate  law  (which  includes  the  Delaware  General
Corporation Law and applicable provisions of the Delaware constitution,  as well
as  reported  judicial  decisions  interpreting  same) and does not  purport  to
express any opinion on the laws of any other jurisdiction.



     We  hereby  consent  to  the  use  of  our  opinion  as an  exhibit  to the
Registration  Statement.  In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the SEC thereunder.

                                         Very truly yours,

                                         SONNENSCHEIN NATH & ROSENTHAL LLP



                                         By:  /s/ Ira Roxland
                                            ------------------------------
                                               A Member of the Firm