Exhibit 5

                       BECKMAN, LIEBERMAN & BARANDES, LLP
                             100 Jericho Quadrangle
                                    Suite 225
                             Jericho, New York 11753
                                  516-822-4820




                                                          June 17, 2003

Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C.  20549

                  Re:      Intelli-Check, Inc.
                           Registration Statement on Form S-3

Ladies and Gentlemen:

     Reference is made to the filing by Intelli-Check, Inc. (the "Company") of a
Registration  Statement  on Form S-3  (the  "Registration  Statement")  with the
Securities and Exchange  Commission pursuant to the provisions of the Securities
Act of 1933, as amended,  covering the registration of 30,000 shares of Series A
8%  Convertible  Preferred  Stock,  par  value  $.01 per share  (the  "Preferred
Stock"),  454,545  shares of common  stock of the  Company,  par value $.001 per
share (the "Common Stock") underlying the Preferred Stock, 113,636 warrants (the
"Warrants") and 113,636 shares of Common Stock underlying the Warrants.

     As  counsel  for the  Company,  we have  examined  its  corporate  records,
including its Certificate of Incorporation,  By-Laws, its corporate minutes, the
forms of its Preferred Stock  certificate,  Warrant and Common Stock certificate
and such other  documents  as we have deemed  necessary  or  relevant  under the
circumstances.

         Based upon our examination, we are of the opinion that:

          1.   The Company is duly organized and validly existing under the laws
               of the State of Delaware.

          2.   The  shares  of  Preferred  Stock  subject  to  the  Registration
               Statement have been duly authorized,  legally issued,  fully paid
               and non-assessable.

          3.   The Warrants subject to the Registration Statement have been duly
               authorized, legally issued, fully paid and non-assessable.

          4.   The shares of Common Stock subject to the Registration  Statement
               have been duly  authorized  and,  when  issued and  delivered  in
               accordance  with  the  terms  of  the  Preferred  Stock  and  the
               Warrants, will be legally issued, fully paid and non-assessable.






Securities and Exchange Commission
June 17, 2003
Page -2-




         We note that we are members of the bar of the State of New York and our
opinion is limited to matters governed by the federal laws of the United States,
the laws of the State of New York and the General Corporation Law of the State
of Delaware.

         We hereby consent to be named in the Registration Statement and in the
prospectus which constitutes a part thereof as counsel to the Company, and we
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                                         Very truly yours,


                                                         BECKMAN, LIEBERMAN
                                                           & BARANDES, LLP