EXHIBIT 5.1 ----------- September 27, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Network-1 Security Solutions, Inc. Amendment No. 1 on Form S-2 to Form S-3 Registration Statement File No. 333-126013 ------------------------------------------ Gentleman: Reference is made to Amendment No. 1 on Form S-2 to Form S-3 Registration Statement dated September 27, 2005 (the "Registration Statement"), filed with the Securities and Exchange Commission by Network-1 Security Solutions, Inc., a Delaware corporation (the "Company"). The Registration Statement relates to the resale of an aggregate of 16,886,267 shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock") of which an aggregate of 5,729,588 Shares are issuable upon the exercise of certain warrants and options issued by the Company. We advise you that we have examined original or copies certified or otherwise identified to our satisfaction of the Certificate of Incorporation and By-laws of the Company, minutes of meetings of the Board of Directors and stockholders of the Company, the Registration Statement, and such other documents, instruments and certificates of officers and representatives of the Company and public officials, and we have made such examination of the law as we have deemed appropriate as the basis for the opinion hereinafter expressed. In making such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies. September 26, 2005 Page 2 Based upon the foregoing, we are of the opinion that: The 16,886,267 Shares including an aggregate of 5,729,588 Shares issuable upon the exercise of certain outstanding warrants and options, have been duly authorized and reserved for and when issued in accordance with the terms of each respective security will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and we further consent to the reference to this firm under the caption "Legal Matters" in the Registration Statement and the Prospectus forming a part thereof. Very truly yours, /s/ EISEMAN LEVINE LEHRHAUPT & KAKOYIANNIS, P.C. EISEMAN LEVINE LEHRHAUPT & KAKOYIANNIS, P.C.