INDEPENDENT DRIVE, SUITE 1300
O. Box 240
February 26, 2014
7926 Jones Branch Drive
McLean, Virginia, 22102
Ladies and Gentlemen:
This opinion is being
furnished in connection with the Registration Statement on Form S-3 (Registration No. 333-193250) of WidePoint Corporation (the
“Company”) under the Securities Act of 1933, as amended, for (i) the offer and sale of 7,876,497 shares of common stock,
par value $0.001 per share, of the Company (the “Underwritten Shares”), and (ii) the sale by the Company, at
the option of the underwriters, of up to 1,181,475 shares of common stock, solely to cover over-allotments (the “Option
Shares” and, together with the Underwritten Shares, the “Shares”).
In connection with
the offer and sale of the Underwritten Shares and any Option Shares, we have examined and are familiar with: (a) the certificate
of incorporation and bylaws of the Company, as presently in effect, (b) the proceedings of and actions taken by the board of directors
of the Company and a duly authorized committee of the Board of Directors in connection with the offer and sale of the Underwritten
Shares and any Option Shares, and (c) such other records, certificates and documents as we have considered necessary or appropriate
for purposes of this opinion.
Based on the documents
set forth above, we are of the opinion that the Underwritten Shares have been duly authorized, and when delivered against payment
therefore, will be legally issued, fully paid and nonassessable. Furthermore, based on the documents set forth above, we are of
the opinion that any Option Shares have been duly authorized, and when duly issued and delivered against payment therefore, will
be legally issued, fully paid and nonassessable.
We render no opinion
as to the effect of the laws of any state or jurisdiction other than the corporate law of the State of Delaware. We assume no obligation
to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might
change the opinions expressed herein after the date hereof.
February 26, 2014
We hereby consent
to the inclusion of this opinion as Exhibit 5.1 in said Registration Statement and to the reference to this firm under the caption
“Legal Matters” in the prospectus supplement relating to the offering of the Shares dated February 26, 2014. In giving
this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ FOLEY & LARDNER LLP