Friedlob Sanderson Paulson & Tourtillott, LLC
                     1775 Sherman Street, Twenty-First Floor
                             Denver, Colorado 80203

                                 March 10, 2003

Board of Directors
Equitex, Inc.
7315 East Peakview Avenue
Englewood, Colorado 80111

Re:       Registration Statement on Form S-8
          Opinion of Counsel

Gentlemen:

          As counsel for Equitex, Inc. (the "Corporation"), a Delaware
corporation, we have examined the Certificate of Incorporation, the Bylaws and
Minutes of the Corporation and such other corporate records, documents and
proceedings, and have considered such questions of law as we deemed relevant for
the purpose of this opinion. We have also, as such counsel, examined the
Corporation's Registration Statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission today or shortly
thereafter, covering the sale of an aggregate of up to 380,715 shares (the
"Shares") of the Corporation's common stock including shares underlying
individual compensation plans, and individual stock option or warrant agreements
(collectively, the "Plans") as described in and in accordance with the terms of
the Registration Statement.

          Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Plans, including upon exercise of any options in
accordance with their terms, will be duly and validly issued as fully paid and
non-assessable shares of common stock of the Corporation.

          We are a selling securityholder and the beneficial owner of 130,715
shares of the Corporation's common stock, which is .47% of the outstanding
shares of its common stock (including the shares of common stock offered by the
reoffer prospectus).

          We hereby consent to the use of our name in such Registration
Statement and to the filing of this opinion as Exhibit 5.1 thereto. In giving
this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.

                               Very truly yours,

                               /s/ Friedlob Sanderson Paulson & Tourtillott, LLC