Exhibit 5.1

                      [Lurio & Associates, P.C. Letterhead]

                                November 1, 2004

USA Technologies, Inc.
100 Deerfield Lane, Suite 140
Malvern, PA 19355
Attn.:  George R. Jensen, Jr.
        Chief Executive Officer

           Re:      USA Technologies, Inc. -
                    Registration Statement on Form S-8
                    ----------------------------------

Dear Mr. Jensen:

      We have  acted  as  counsel  to USA  TECHNOLOGIES,  INC.,  a  Pennsylvania
corporation (the "Company"), in connection with a Registration Statement on Form
S-8, filed with the  Securities and Exchange  Commission on the date hereof (the
"Registration  Statement").  The Registration Statement covers 500,000 shares of
Common Stock of the Company  issuable  pursuant to the USA  Technologies  2004-B
Stock Compensation Plan (the "Plan").

      In  rendering  this  opinion,   we  have  examined  (i)  the  Articles  of
Incorporation,  as amended, and By-laws of the Company;  (ii) the resolutions of
the Board of Directors evidencing the corporate proceedings taken by the Company
to  authorize  the  issuance of the Common  Stock  pursuant to the  Registration
Statement;  (iii) the Registration  Statement  (including all exhibits thereto);
(iv) the Plan;  and (v) such other  documents as we have deemed  appropriate  or
necessary as a basis for the opinion hereinafter expressed.

      In rendering the opinion  expressed  below, we assumed the authenticity of
all documents and records examined,  the conformity with the original  documents
of  all  documents  submitted  to  us as  copies  and  the  genuineness  of  all
signatures.

      We assume that  appropriate  action will be taken,  prior to the offer and
sale of the shares in  accordance  with the Plan,  to  register  and qualify the
shares for sale under all applicable state securities or "blue sky" laws.

      Based upon and subject to the foregoing,  and such legal considerations as
we deem relevant,  we are of the opinion that,  when sold as contemplated by the
Registration  Statement and the Plan,  the Common Stock will be legally  issued,
fully paid and nonassessable.

      We hereby  consent  to the  filing of this  opinion  as an  Exhibit to the
Registration Statement.

                                   Sincerely,


                                   /s/ LURIO & ASSOCIATES, P.C.