EXHIBIT
5.1
SICHENZIA
ROSS FRIEDMAN FERENCE LLP
61
Broadway, 32nd Flr.
New
York,
NY 10006
Telephone:
(212) 930-9700
Facsimile:
(212) 930-9725
May
11,
2007
VIA
ELECTRONIC TRANSMISSION
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
RE:
WPCS
International Incorporated
Form
S-3 Registration Statement (File No. 333-)
Ladies
and Gentlemen:
We
refer
to the above-captioned registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed
by
WPCS International Incorporated, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission.
We
have
examined the originals, photocopies, certified copies or other evidence of
such
records of the Company, certificates of officers of the Company and public
officials, and other documents 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 certified copies or photocopies and the authenticity of
the
originals of such latter documents.
Based
on
our examination mentioned above, we are of the opinion that 181,619 shares
of
common stock being offered pursuant to the Registration Statement are duly
authorized and will be, when issued in the manner described in the Registration
Statement, legally and validly issued, 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.
/s/
Sichenzia Ross Friedman Ference LLP
Sichenzia Ross Friedman Ference
LLP