Exhibit 5.1

July 19, 2021        

OMNIQ Corp.

1865 West 2100 South

Salt Lake City UT 84119

RE: OMNIQ Corp. – Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to OMNIQ Corp., a Delaware corporation (the “Company”). ”). As such, we have participated in the preparation of the Company’s registration statement on Form S-1 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended (the “Securities Act”), of the offering for resale by the selling shareholders listed therein of up to an aggregate of 2,564,286 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 2,142,857 shares of Common Stock (the “Resale Shares”), (ii) 171,429 shares of Common Stock issuable upon the exercise of outstanding warrants originally issued to ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) in a private placement in July 2021 (the “July Warrants”), and (iii) 250,000 shares of Common Stock issuable upon the exercise of warrants originally issued to ThinkEquity pursuant to an investment banking agreement dated July 4, 2020 (the “Banking Warrants”, and together with the July 2021 Warrants, the “Warrants”).

As counsel to the Company, we have examined copies of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), such corporate records, instruments, and other documents relating to the Company and such matters of law as we have considered necessary or appropriate for the purpose of rendering this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies.

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Resale Shares are, and the Common Stock underlying the Warrants, when paid for and issued pursuant to the terms of the applicable warrants, will be, duly authorized, legally issued, fully paid and non-assessable. The Warrants are legally and validly binding obligations of the Company.

We are admitted to the Bar in the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York except with respect to Delaware General Corporation Law.

1185 Avenue of the Americas │31^st Floor │New York, NY│10036

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We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the caption “Legal Matters”. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

1185 Avenue of the Americas│ 31^st Floor │New York, NY │10036

T (212) 930 9700│F (212) 930 9725│WWW.SRF.LAW