Exhibit 5.1


                                  July 13, 2001



Insignia Systems, Inc.
5025 Cheshire Lane
Plymouth, MN 55446

         Re:      OPINION OF COUNSEL AS TO LEGALITY OF 500,000 SHARES OF COMMON
                  STOCK TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 500,000 shares of Common Stock, $.01 par
value, of Insignia Systems, Inc. (the "Company") offered to officers,
consultants and other key employees of the Company pursuant to the Insignia
Systems, Inc. 1990 Stock Plan (the "Plan"). These shares are in addition to the
1,970,000 shares offered pursuant to the Plan and registered on previous
Registration Statements on Form S-8 (File Nos. 33-47003, 33-92376, 333-43781,
333-59709, 333-80261 and 333-41242).

         As counsel for the Company, we advise you that it is our opinion, based
on our familiarity with the affairs of the Company and upon our examination of
pertinent documents, that the 500,000 shares of Common Stock to be offered by
the Company under the Plan, will, when paid for and issued, be validly issued
and lawfully outstanding, fully paid and nonassessable shares of Common Stock of
the Company.

         The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.

                                        Very truly yours,


                                        LINDQUIST & VENNUM P.L.L.P.


                                        /s/ Lindquist & Vennum P.L.L.P.