EXHIBIT 5.1
-----------
[Meritz & Muenz LLP. letterhead]
April 19, 2006
Board of Directors
iVoice Technology, Inc.
750 Highway 34
Matawan, NJ 07747
Gentlemen:
You have requested our opinion, as counsel for iVoice Technology, Inc., a New
Jersey corporation (the "Company"), in connection with the registration
statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933 (the "Act"), being filed by the Company with the Securities and Exchange
Commission.
The Registration Statement relates to the registration of 6,990,000 shares in
the aggregate (the "Registered Shares") of Class A Common Stock (the
"Offering"), no par value per share (the "Common Stock") consisting of 3,495,000
of the Registered shares that have been or will be issued pursuant to the iVoice
Technology, Inc. 2005 Directors' and Officers' Stock Incentive Plan and
3,495,000 of the Registered shares that have been or will be issued pursuant to
the iVoice Technology, Inc. 2005 Stock Incentive Plan.
We have examined such records and documents and made such examinations of law as
we have deemed relevant in connection with this opinion. It is our opinion that
when there has been compliance with the Act, the Registered Shares, when issued,
delivered, and paid for, will be fully paid, validly issued and non-assessable
pursuant to applicable New Jersey law and the regulations promulgated by the
Securities and Exchange Commission under the Act, as amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully yours,
Meritz & Muenz LLP.
By: /s/ Lawrence A. Muenz
------------------------
Lawrence A. Muenz
Partner