EXHIBIT 5.1


                       [QED Law Group, P.L.L.C. Letterhead]



November  ____,  2002

Tom  Pascoe,  President  and  CEO
HiEnergy  Technologies,  Inc.
1601  Alton  Parkway,  Unit  B
Irvine,  California  92606

Re:  Registration  Statement  on  Form  SB-2

Dear  Mr.  Pascoe:

We  have  acted  as  special  U.S. securities counsel for HiEnergy Technologies,
Inc., a Delaware corporation (the "Company"), in connection with the preparation
of  the registration statement on Form SB-2 (the "Registration Statement") filed
with  the  Securities and Exchange Commission (the "Commission") pursuant to the
Securities  Act  of  1933, as amended (the "Act"), relating to the resale by the
persons  and entities named in the Registration Statement (the "Selling Security
Holders") of an aggregate of 6,618,055 shares of the Company's common stock, par
value  $0.001  per  share  (the "Shares"), that are not presently covered by any
other  registration  statement.  The  Shares  include  an aggregate of 3,143,084
shares  of common stock that are issued and outstanding ("Issued Shares") and an
aggregate  of  3,474,971  shares of common stock that are or may become issuable
upon  exercise  of options or warrants, upon conversion of convertible preferred
stock  and  upon payment of dividends in common stock (collectively, "Underlying
Shares")  as  described  in  the  Registration  Statement. This opinion is being
furnished  pursuant  to  Item  601(b)(5)  of  Regulation  S-B  under  the  Act.

In  rendering the opinion set forth below, we have reviewed (a) the Registration
Statement  and  the  exhibits  thereto;  (b)  the  Company's  Certificate  of
Incorporation;  (c)  the  Company's Bylaws; (d) certain records of the Company's
corporate  proceedings  as reflected in its minute books; and (e) such statutes,
records  and  other documents as we have deemed relevant. In our examination, we
have  assumed  the  genuineness  of  all  signatures,  the  authenticity  of all
documents submitted to us as originals, and conformity with the originals of all
documents  submitted  to  us  as  copies thereof. In addition, we have made such
other examinations of law and fact as we have deemed relevant in order to form a
basis  for  the  opinion hereinafter expressed. We have also assumed that all of
the  Shares are and will be evidenced by appropriate certificates that have been
properly  executed  and  delivered.





HiEnergy  Technologies,  Inc.
November  ____,  2002
Page  2


Based  on  the  foregoing  and  in  reliance  thereon,  and  subject  to  the
qualifications and limitations set forth below, we are of the opinion that:

     1.  The  Issued  Shares,  when  sold  as  contemplated  by the Registration
Statement,  will  be  validly  issued,  fully  paid  and  non-assessable.

     2.  The Underlying Shares, when issued upon exercise of each of the options
or  warrants  or upon conversion of each share of Series A Convertible Preferred
Stock  or  upon payment of a dividend in accordance with their respective terms,
including  payment  of  the  applicable  exercise  or  conversion  price, and as
contemplated  by  the Registration Statement, will be validly issued, fully paid
and  non-assessable.

You  have informed us that the Selling Security Holders may sell the Shares from
time  to  time  on  a  delayed  or  continuous  basis.

We  consent  to  the  use  of  this  opinion  as Exhibit 5.1 to the Registration
Statement  and further consent to the use of our name wherever it appears in the
Registration  Statement  and any amendments to it. In giving this consent, we do
not  admit  that we are within the category of persons whose consent is required
under  Section 7 of the Securities Act of 1933, as amended, or the General Rules
and  Regulations  of  the  Securities  and  Exchange  Commission.

Very  truly  yours,
QED  Law  Group,  P.L.L.C.

Shea Wilson