[Kirkpatrick  &  Lockhart  LLP. Letterhead]
July  15,  2003

LocatePLUS  Holdings  Corporation
100  Cummings  Center
Suite  235M
Beverly,  Massachusetts  01915

Re:      LocatePLUS  Holdings  Corporation
     Registration  Statement  on  Form  SB-2

Ladies  and  Gentlemen:

We  have  acted  as  special  counsel  to  LocatePLUS Holdings Corporation  (the
"Corporation")  in connection with the preparation of the Registration Statement
on Form SB-2 (File Number 333-105944), as amended, filed with the Securities and
Exchange  Commission  pursuant  to  the  Securities Act of 1933, as amended (the
"Securities Act"), relating to the proposed resale of up to 31,000,000 shares of
the  Corporation's  Class  A Voting Common Stock, par value $0.01 per share (the
"Common  Stock").

We  are  furnishing  this  opinion  to  you in accordance with Item 601(b)(5) of
Regulation S-B promulgated under the Securities Act for filing as Exhibit 5.1 to
the  Registration  Statement.

We  are  familiar  with  the  Registration  Statement,  and we have examined the
Corporation's  Amended  and Restated Certificate of Incorporation, as amended to
date, the Corporation's By-laws, as amended to date, and minutes and resolutions
of  the Corporation's Board of Directors and stockholders. We have also examined
such  other documents, certificates, instruments and corporate records, and such
statutes,  decisions  and  questions  of  law  as  we  have  deemed necessary or
appropriate  for  the  purpose  of  this  opinion.

Based  upon the foregoing, we are of the opinion that the shares of Common Stock
to  be  sold  by  the  Selling  Stockholders  (as  defined  in  the Registration
Statement)  to  the  public, when issued and sold in the manner described in the
Registration  Statement  (as  amended),  will  be validly issued, fully paid and
non-assessable.

     Very  truly  yours,

/s/  Kirkpatrick  &  Lockhart  LLP

KIRKPATRICK  &  LOCKHART  LLP