EXHIBIT 5.1

                      [Yocca Patch & Yocca, LLP Letterhead]


April 18, 2003

HiEnergy Technologies, Inc.
1601 Alton Parkway, Unit B
Irvine, California  92606

   RE: Registration Statement on Form SB-2: Registration No. 333-101055;
       HiEnergy Technologies, Inc. Common Stock, par value $0.001 per
       share

Ladies and Gentlemen:

  At your request, we have examined the Registration Statement on Form SB-2/A,
Registration No. 333-101055 (the "Registration Statement") being filed by
HiEnergy Technologies, Inc., a Delaware corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to register up to 14,224,420 shares of the Company's common stock, par value of
$0.001 per share. Of such shares, 5,000,000 are authorized and previously
unissued shares that would be issued and sold for the Company's own account,
4,171,884 shares of common stock outstanding to be offered by selling security
holders, 3,372,335 more shares that may be offered by them under this prospectus
upon issuance to selling security holders pursuant to exercise or conversion of
other outstanding securities, 1,389,796 shares of authorized and unissued common
stock that the Company may be required to register pursuant to the registration
rights agreement with our Series A Preferred stockholders, 154,105 shares of
authorized and previously unissued common stock that the Company may issue in
payment of penalties under the registration rights agreements with your
stockholders, and 136,300 shares of authorized and previously unissued common
stock that the Company may issue as a dividend to its Series A Preferred
stockholders.   Unless specifically defined herein or the context requires
otherwise, capitalized terms used herein shall have the meanings ascribed to
them in the Registration Statement.

In rendering the opinion set forth below, we have examined (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 such examination,
we have assumed the authenticity of all documents submitted to us as originals,
the conformity with originals of all documents submitted to us as copies and the
genuineness of all signatures. We have also assumed the legal capacity of all
natural persons and that, with respect to all parties to agreements or
instruments relevant hereto other than the Company, such parties had the
requisite power and authority to execute, deliver and perform such agreements or
instruments, that such agreements or instruments have been duly authorized by
all requisite action and have been executed and delivered by such parties and
that such agreements or instruments are the valid, binding and enforceable
obligations of such parties.

  Based upon the foregoing and the compliance with applicable state securities
laws and the additional proceedings to be taken by the Company as referred to
above, we are of the opinion that:



     1. The common stock that may be sold by the Company has been duly
authorized, and when issued upon payment therefor, will be validly issued, fully
paid and nonassessable.

     2. The outstanding common stock to be sold by the selling security holders
has been duly authorized and is validly issued, fully paid and nonassessable.

     3. The authorized and previously unissued common stock that may be sold by
selling security holders has been duly authorized, and when issued upon payment
therefor, if any is required, will be validly issued, fully paid and
nonassesable.

  Our opinions herein are limited to the effect on the subject transaction of
United States federal law and the General Corporation Law of the State of
Delaware, including relevant provisions of the Delaware Constitution and
Delaware judicial decisions. We assume no responsibility regarding the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.

  We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the caption "Legal
Matters" in the prospectus which is a part of the Registration Statement.


                          Very truly yours,

                          /s/ YOCCA PATCH & YOCCA, LLP


                           YOCCA PATCH & YOCCA, LLP