EXHIBIT 5.1


                                  [LETTERHEAD]



January 23, 1997


VeriFone, Inc.
Three Lagoon Drive, Suite 400
Suite 400
Redwood City, CA  94065

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by VeriFone, Inc. (the "Company") of a Registration Statement on
Form S-3 on or about January 24, 1997 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to One Hundred
Fifty One Thousand Three Hundred Sixteen (151,316) shares of the Company's
Common Stock, $.01 par value (the "Shares").

In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Restated Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion.  We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid, and
nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

COOLEY GODWARD LLP

/s/ Michael R. Jacobson

Michael R. Jacobson