EXHIBIT 5.1

                                  April 6, 2006


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

Re: USA Technologies, Inc. - Registration Statement on Form S-1

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-1, filed
with the Securities and Exchange Commission on February 23, 2006 (File No.
333-132019) (the "Registration Statement"). The Registration Statement covers
1,500,000 shares of Common Stock ("Common Stock") which are issuable to Steve
Illes under the Common Stock Purchase Agreement.

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); and (iv) 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.

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

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to references made to this firm under the heading
"Legal Matters" in the Prospectus contained in the Registration Statement and
all amendments thereto.

                                    Sincerely,


                                    /s/ LURIO & ASSOCIATES, P.C.
                                    ----------------------------
                                    LURIO & ASSOCIATES, P.C.