EXHIBIT 5.1

                             NACCARATO & ASSOCIATED
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
               Telephone: (949) 851-9261 Facsimile: (949) 851-9262

October  26,  2004

VIA  ELECTRONIC  TRANSMISSION

Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  DC  20549

Re:     Dalrada  Financial  Corporation
     Form  SB-2  Registration  Statement

Dear  Sir  or  Madam:

     We  have  acted  as  counsel for Dalrada Financial Corporation,  a Delaware
corporation  (the  "Company"),  in connection with its Registration Statement on
Form  SB-2  and subsequent amendments (the "Registration Statement") being filed
with  the  Securities  and  Exchange Commission relating to the registration for
resale  of  up  to  244,571,429  shares  of  Dalrada  Financial  Corporation's
("DRDF")(Formerly  Imaging  Technologies  Corporation)  common  stock, including
64,285,714  shares  of common stock issuable to Alpha Capital Aktiengesellschaft
upon  the conversion of $225,000 in secured convertible debentures at $0.007 per
share,  up  to  64,285,714  shares of common stock issuable to Gamma Opportunity
Capital  Partners,  LP  upon  the  conversion of $225,000 in secured convertible
debentures at $0.007 per share, up to 57,142,857 shares of common stock issuable
to  Longview  Fund,  L.P. upon the conversion of $200,000 in secured convertible
debentures  at  $0.007  per  share,  up  to  42,857,143  shares  of common stock
issuable  to  Stonestreet Limited Partnership upon the conversion of $150,000 in
secured  convertible  debentures  at $0.007 per shares and  upon the exercise of
common  stock  purchase  warrants  for  an  aggregate  of 16,000,000 shares at a
purchase  price  per  share  of  110%  of the Closing trade price as reported by
Bloomberg  L.P. for the OTC Bulletin Board for the trading day preceding but not
including  the  closing  date.

     In connection with the foregoing, we have examined, among other things, the
Registration  Statement and originals or copies, satisfactory to us, of all such
corporate  records  and of all such other agreements, certificates and documents
(including  instruments  evidencing or setting forth the terms and provisions of
the  Convertible Securities) as we have deemed relevant and necessary as a basis
for  the opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as  originals  and  the  conformity  with  the  original  documents of documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the  extent that relevant facts were not independently established by us, relied
on  certificates of public officials and certificates, oaths and declarations of
officers  or  other  representatives  of  the  Company.

     Based  on  our  examination mentioned above, we are of the opinion that the
securities being sold pursuant to the Registration Statement are duly authorized
and  will  be,  when sold in the manner described in the Registration Statement,
legally  and  validly  issued,  and  fully  paid  and  non-assessable.

     We  hereby  consent  to  the  filing  of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus.  In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of  the  Act,  or  the  rules  and  regulations  of  the Securities and Exchange
Commission.


     Very  truly  yours,

     /s/  Owen  Naccarato,  Esq.
                  Naccarato  &  Associates