Exhibit 5



                       [LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]


                                               November 17, 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 S-3
                           ----------------------------------

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 S-3 (the 
"Registration Statement") relating to the sale of an aggregate of 4,160,081 
shares (the "Shares") of the Company's Common Stock, par value $.01 per share 
(the "Common Stock").

     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. We have 
assumed that (i) the Registration Statement, and any amendments thereto, will 
have become effective, (ii) such Shares will have been duly authorized and 
reserved for issuance and certificates evidencing the same will have been
duly executed and delivered against receipt of the consideration approved 
by the Board of Directors of the Company, or a committee thereof, which 
will be no less than the par value thereof, and (iii) the Shares will be 
issued in compliance with applicable federal and state securities laws.

     Based on the foregoing, we are of the opinion that the Shares, when 
issued, will be duly authorized, validly issued, 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