Exhibit 5.1

                           GEOFFREY T. CHALMERS, ESQ.
                          33 Broad Street, Suite 1100
                                Boston, MA 02109


LocatePLUS  Holdings  Corporation
100  Cummings  Center,  Suite
Beverly,  Massachusetts  01915
Att:  James Fields
      Acting CFO and VP of Finance

July 31,  2006



     Re:     LocatePLUS  Holdings  Company-  Registration Statement on Form SB-2
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Dear  Sirs:

     I  have acted as counsel to LocatePLUS Holdings Company (the "Company ") in
connection  with  the preparation of a Registration Statement on Form SB-2 filed
with  the  Securities  and Exchange Commission pursuant to the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  relating  to the proposed sale by
certain selling shareholders ("Selling Shareholders" ) of up to 2,634,708 shares
of  the  Company's  Common Stock, par value $.01 per share (the "Common Stock"),
consisting  of up to 1,810,928 shares owned by such Selling Shareholders plus up
to  823,780  shares to be acquired upon the exercise of outstanding Common Stock
Purchase  Warrants  ("Warrants")  held  by  such  Shareholders

     You  have  requested  my  opinion  as  to  the  matters  set forth below in
connection  with  the  Registration  Statement.  For  purposes  of rendering the
opinion,  I  have examined the Registration Statement, the Company's Amended and
Restated  Certificate  of  Incorporation,  as  amended  to  date,  the Company's
By-laws,  as  amended to date, and the applicable minutes and resolutions of the
Company's  Board  of Directors and shareholders. I have also examined such other
documents,  certificates,  instruments  and  corporate  records as I have deemed
necessary  or  appropriate  for  the  purpose of this opinion. In rendering this
opinion  I  have  also  made  certain  assumptions  without  verification.

     Based  upon  the  foregoing,  I  am  of  the  opinion  that:
1.     the  issued  and  outstanding  shares  of  Common Stock to be sold by the
Selling  Shareholders  are  validly  issued,  fully paid and non-assessable; and
2.     the  shares  to  be  issued  upon exercise of the Warrants have been duly
authorized, and when issued pursuant to and in accordance with their terms, will
be  validly  issued,  fully  paid  and  non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement  and  to  the  reference to myself in the related Prospectus under the
caption  "Legal  Matters."  In giving this consent I do not thereby admit that I
are  in the category of persons whose consent is required under Section 7 of the
1933  Act  or  the  rules  and  regulations  thereunder.

          Very  truly  yours,

                              Geoffrey  T.  Chalmers,  Esq.