EXHIBIT 5.1

                                January 13, 2003

Insignia Systems, Inc.
6470 Sycamore Court North
Maple Grove, MN 55369-6032

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-3 filed by Insignia
Systems,, Inc. with the Securities and Exchange Commission, relating to a public
offering of up to 1,101,732 shares of common stock, $.01 par value, to be
offered and sold by certain selling shareholders (as defined therein), please be
advised that as counsel to the Company, upon examination of such corporate
documents and records as we have deemed necessary or advisable for the purposes
of this opinion, it is our opinion that:

1. The Company is a validly existing corporation in good standing under the laws
of the State of Minnesota.

2. The shares of common stock presently owned and offered by the selling
shareholders are duly authorized, legally and validly issued, fully paid and
nonassessable. The shares of common stock to be acquired by the selling
shareholders pursuant to the exercise of warrants and payment of the exercise
price therefor, shall be duly authorized, legally and validly issued, fully paid
and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the prospectus comprising a part of the Registration
Statement.

Very truly yours,


/S/ BEST & FLANAGAN LLP





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