As filed with the Securities and Exchange Commission on December 3, 2004

                                                   Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933

                          Metrologic Instruments, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          New Jersey                                22-1866172
 ------------------------------          ----------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

                        90 Coles Road
                    Blackwood, New Jersey                         08012
           --------------------------------------                --------
          (Address of Principal Executive Offices)              (Zip Code)


                           2004 Equity Incentive Plan
                           --------------------------
                            (Full title of the plan)

                         Benny Noens, CEO and President
                          Metrologic Instruments, Inc.
                                  90 Coles Road
                           Blackwood, New Jersey 08012
                      -------------------------------------
                     (Name and address of agent for service)

                                 (856) 228-8100
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)
                                 with a copy to:
                            Justin P. Klein, Esquire
                     Ballard Spahr Andrews & Ingersoll, LLP
                         1735 Market Street, 51st Floor
                        Philadelphia, Pennsylvania 19103
                                 (215) 665-8500

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

------------------------------------------------------------------------------
Title of           Amount to be    Proposed   Proposed            Amount of
Securities         Registered (1)  Maximum    Maximum             Registration
to be                              Offering   Aggregate           Fee
Registered                         Price      Offering
                                   Per Share  Price
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Common Stock,      1,500,000       $20.42(2)   $30,630,000(2)     $3,880.82
par value $.01
per share  shares
------------------------------------------------------------------------------
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act"), this Registration Statement shall be deemed to
         cover an indeterminate number of additional shares of Common Stock
         issuable in the event the number of outstanding shares of the
         Registrant is increased by reason of any stock dividend, stock split,
         recapitalization, merger, consolidation or reorganization or similar
         transaction.
(2)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rules 457(c) and 457(h), the price shown is based
         upon the average of the high and low price of the Common Stock on
         November 30, 2004, as reported on the Nasdaq National Market System.


<PAGE>

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information specified in Part I
of this Registration Statement will be given or sent to all persons who
participate in the 2004 Equity Incentive Plan (the "Plan").

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") by Metrologic
Instruments, Inc. (the "Company") (File No. 0-24712) are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003; (2) the Company's Reports on Form 10-Q for the periods
ended March 31, 2004, June 30, 2004 and September 30, 2004; (3) the Company's
Reports on Form 8-K filed on February 20, 2004, June 22, 2004, September 28,
2004 and November 22, 2004; and (4) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A filed with
the Commission on August 19, 1994.

                  Each document filed by the Company after the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and shall be part hereof from the date of filing of such document. Any statement
contained in a document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained or incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Our Amended and Restated Certificate of Incorporation provides
that we will, to the fullest extent permitted by the laws of the State of New
Jersey, as amended from time-to-time, indemnify any person who is or was an
officer or director of the Company, as well as any person who is or was serving
at our request as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise.

                  Thus, our directors and officers shall not be personally
liable to us or our shareholders for any breach of duty based upon an act or
omission, except for an act or omission: (i) for any breach of the director's
duty of loyalty; (ii) for acts or omissions not in good faith or which involve a
knowing violation of law; or (iii) for any transaction from which the director
derived an improper personal benefit.

                  No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

                  We maintain directors' and officers' liability insurance that
provides for indemnification of our directors and officers against damages
arising out of certain kinds of claims that may be made against them based on
their negligent acts or omissions while acting in their capacity as such.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

4.1      2004 Equity Incentive Plan

4.2      Specimen copy of Common Stock certificate (Incorporated by reference
         to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
         (Registration No. 333-78358))

5        Opinion of Ballard Spahr Andrews & Ingersoll, LLP

23.1     Consent of Ernst & Young LLP

23.2     Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
         Exhibit 5)
<page>
Item 9.  Undertakings.

                  A. The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement; provided, however, that clauses (i) and (ii) above do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, and will be governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Blackwood, State of New Jersey, on
December 3, 2004.

                                    Metrologic Instruments, Inc.


                                    By:  /s/ Benny Noens
                                         ------------------------------------
                                         Benny Noens
                                         Chief Executive Officer and President

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                              Date
     ---------                    -----                              ----
/s/ Benny Noens              Chief Executive Officer,          December 3, 2004
------------------------     President (Principal
Benny Noens                  Executive Officer) and
                             Director

/s/ Kevin Bratton            Chief Financial Officer           December 3, 2004
------------------------     (Principal Financial Officer
Kevin Bratton                and Principal Accounting Officer)


/s/ C. Harry Knowles         Director                          December 3, 2004
------------------------
C. Harry Knowles


/s/ Richard Close            Director                          December 3, 2004
------------------------
Richard Close


/s/ Janet H. Knowles         Director                          December 3, 2004
------------------------
Janet H. Knowles


/s/ John H. Mathias          Director                          December 3, 2004
------------------------
John H. Mathias


/s/ Stanton L. Meltzer       Director                          December 3, 2004
------------------------
Stanton L. Meltzer


/s/ Hsu Jau Nan              Director                          December 3, 2004
------------------------
Hsu Jau Nan


/s/ William Rulon-Miller     Director                          December 3, 2004
------------------------
William Rulon-Miller

<PAGE>



                                  EXHIBIT INDEX

Number            Exhibit                                            Page
------            -----------------------------------------------    ----
4.1               2004 Equity Incentive Plan

4.2               Specimen copy of Common Stock certificate
                  (Incorporated by reference to Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-78358))

5                 Opinion of Ballard Spahr Andrews & Ingersoll, LLP

23.1              Consent of Ernst & Young LLP

23.2              Consent of Ballard Spahr Andrews & Ingersoll, LLP
                  (included as part of Exhibit 5)



<PAGE>
Exhibit 4.1

                          METROLOGIC INSTRUMENTS, INC.

                           2004 EQUITY INCENTIVE PLAN



Section 1.      General Purpose of Plan; Definitions.
                -------------------------------------

                1.1 General Purpose. The name of this plan is the Metrologic
Instruments,  Inc. 2004 Equity Incentive Plan (the "Plan"). The Plan was adopted
by the Board  (defined  below) on April 23, 2004  subject to the approval by the
shareholders  of the  Company  (defined  below).  The  purpose of the Plan is to
enable the Company to attract and retain  highly  qualified  personnel  who will
contribute to the Company's  success and to provide  incentives to  Participants
(defined below) that are linked  directly to increases in shareholder  value and
will therefore inure to the benefit of all shareholders of the Company.

                1.2      Definitions.  For purposes of the Plan, the following
terms shall be defined as set forth below:

                        (a)      "Administrator" means the Board or to the
extent that the Board has delegated its authority under this Plan to a committee
or sub-committee of the Board, then such committee or sub-committee.

                        (b)      "Board" means the Board of Directors of the
Company.

                        (c)      "Change of Control" shall mean:

                                (i)      The acquisition, directly or
indirectly,  other  than from the  Company,  by any  person,  entity or  "group"
(within the meaning of Section  13(d)(3)  or  14(d)(2)  of the  Exchange  Act (a
"Third Party"),  excluding, for this purpose: (1) the Company, (2) its Parent or
Subsidiaries,  (3) any employee benefit plan of the Company or its Subsidiaries,
(4) C. Harry  Knowles,  Janet H. Knowles or a descendant  of C. Harry Knowles or
Janet H. Knowles,  (5) a purchaser or group of purchasers that includes C. Harry
Knowles or Janet H. Knowles or  descendants  of, or entities  controlled  by, or
associates  or  affiliates  of C.  Harry  Knowles,  Janet  H.  Knowles  or their
descendents,   of  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
promulgated under the Exchange Act), of beneficial ownership of more than 50% of
the combined voting power of the Company's then  outstanding  voting  securities
entitled to vote generally in the election of directors of the Company; or

                                (ii)     Individuals who, as of April 23, 2004,
constitute  the  Board  (the  "Incumbent  Directors")  cease  for any  reason to
constitute at least a majority of the Board; provided that any person becoming a
director  subsequent to such date whose election,  or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of the
Incumbent  Directors  who are  directors  at the time of such vote shall be, for
purposes of this Agreement, an Incumbent Director; or

                                (iii)    Consummation of (1) a reorganization,
merger or  consolidation,  or (2) a liquidation or dissolution of the Company or
the sale of all or substantially  all of the assets of the Company (whether such
assets  are held  directly  or  indirectly)  to a Third  Party,  as  limited  in
subparagraph (i) of the definition.

                        (d)      "Code" means the Internal Revenue Code of
1986, as amended from time to time, or any successor thereto.

                        (e)      "Company" means Metrologic Instruments, Inc.,
a New Jersey corporation.

                        (f)      "Disability" means with respect to any
Participant,  Disability  as defined in any  Employment  Agreement  between  the
Company (or its Subsidiary or Parent) and such Participant, or in the absence of
any  such  Employment  Agreement  defining   Disability,   the  inability  of  a
Participant to perform  substantially his or her duties and  responsibilities to
the  Company or to any Parent or  Subsidiary  by reason of a physical  or mental
disability  or infirmity (i) for a continuous  period of six months,  or (ii) at
such earlier time as the Participant  submits medical  evidence  satisfactory to
the  Administrator  that the Participant has a physical or mental  disability or
infirmity  that will  likely  prevent  the  Participant  from  returning  to the
performance of the Participant's  work duties for six months or longer. The date
of such Disability  shall be the last day of such six-month period or the day on
which the Participant  submits such satisfactory  medical evidence,  as the case
may be.

                        (g)      "Eligible Recipient" means an officer,
director,  employee,  consultant  or advisor of the  Company or of any Parent or
Subsidiary.
<page>
                        (h)      "Employee" means any full or part-time
employee  of the  Company,  or any  Parent or  Subsidiary.  Employee  shall also
include an Employee Director.

                        (i)      "Employee Director" means any director of the
Company who is also an employee of the Company or of any Parent or Subsidiary.

                        (j)      "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time.

                        (k)      "Fair Market Value" means, as of any given
date, with respect to the Stock,  (A) the closing sale price of a share of Stock
on the immediately preceding trading day as reported on the principal securities
exchange on which the Company's equity  securities are listed or traded,  (B) if
not so reported,  the closing sales price on the immediately  preceding  trading
day of a share of Common Stock as published in the NASDAQ National Market Issues
report in the  Eastern  Edition  of The Wall  Street  Journal,  or (C) if not so
reported,  the average of the closing  bid and asked  prices on the  immediately
preceding  trading day as reported on the NASDAQ National Market System,  or (D)
if not so reported,  as furnished by any member of the National  Association  of
Securities  Dealers,  Inc. selected by the Administrator.  In the event that the
price of a share of Stock shall not be so reported or furnished, the Fair Market
Value of a share  of Stock  shall be  determined  by the  Administrator  in good
faith.  The market value of an Option granted under the Plan on any day shall be
the market value of the  underlying  Stock,  determined as  aforesaid,  less the
exercise price of the Option. A "trading day" is any day, other than Saturday or
Sunday, on which the relevant market is open for trading.

                        (l)      "Incentive Stock Option" means any Stock
Option that  qualifies  as an  "incentive  stock  option"  within the meaning of
Section 422 of the Code.

                        (m)      "Non-Employee Director" means a director of
the  Company  who  is not  an  employee  of the  Company  or of  any  Parent  or
Subsidiary.

                        (n)      "Non-Qualified Stock Option" means any Stock
Option that is not an Incentive  Stock  Option,  including any Stock Option that
provides  (as of the time  such  Stock  Option is  granted)  that it will not be
treated as an Incentive Stock Option.

                        (o)      "Parent" means any corporation or entity
(other than the Company) in an unbroken chain of  corporations or other entities
ending with the  Company,  if each of the  entities in the chain (other than the
Company)  beneficially  owns  50% or more of the  combined  voting  power of all
voting securities in one of the other entities in the chain.

                        (p)      "Participant" means any Eligible Recipient
selected by the  Administrator,  pursuant to the  Administrator's  authority  in
Section 2 below, to receive grants of Stock Options,  Stock Appreciation Rights,
awards of Restricted  Stock,  or  Performance  Shares or any  combination of the
foregoing.

                        (q)      "Performance Shares" means shares of Stock that
are subject to restrictions  based upon the attainment of specified  performance
objectives granted pursuant to Section 7 below.

                        (r)      "Restricted Stock" means shares of Stock
subject to certain restrictions granted pursuant to Section 7 below.

                        (s)      "Stock" means the common stock, par value
$0.01 per share, of the Company.

                        (t)      "Stock Appreciation Right" means the right
pursuant to an award granted under Section 6 below to receive an amount equal to
the  excess,  if any, of (A) the Fair  Market  Value,  as of the date such Stock
Appreciation  Right or portion  thereof is  surrendered,  of the shares of Stock
covered by such right or such portion thereof,  over (B) the aggregate  exercise
price of such right (or, in the case of a Related  Right,  the Stock  Option) or
such portion thereof.

                        (u)      "Stock Option" means an option to purchase
shares of Stock granted pursuant to Section 5 below.

                        (v)      "Subsidiary" means any corporation or entity
(other than the  Company) in an unbroken  chain of entities  beginning  with the
Company, if each of the entities (other than the last or entity) in the unbroken
chain  beneficially 50% or more of the total combined voting power of all voting
securities in one of the other entities in the chain.

                        (w)      "Termination for Cause" means a termination of
employment  that has been  designated as a "termination  for cause"  pursuant to
standard Company procedures.
<page>
Section 2.      Administration.
                --------------

                2.1 Administration. The Plan shall be administered in
accordance with the  requirements of Section 162(m) of the Code (but only to the
extent  necessary  and desirable to maintain  qualification  of awards under the
Plan under Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3
under the Exchange Act ("Rule 16b-3"), by the Administrator.

                2.2 Power of the Administrator. Pursuant to the terms of the
Plan, the Administrator  shall have the power and authority to grant to Eligible
Recipients  pursuant  to the terms of the Plan:  (a)  Stock  Options,  (b) Stock
Appreciation Rights, (c) awards of Restricted Stock or Performance Shares or (c)
any  combination  of the  foregoing.  In  addition  to the power  and  authority
delegated to the Administrator  elsewhere in this Plan, the Administrator  shall
have the authority:

                        (a) to select those Eligible Recipients who shall be
Participants;

                        (b) to determine whether and to what extent Stock
Options,  Stock Appreciation  Rights,  awards of Restricted Stock or Performance
Shares or a combination of any of the foregoing,  are to be granted hereunder to
Participants;

                        (c) to determine the number of shares of Stock to be
covered by each award granted hereunder;

                        (d) to revise existing awards;

                        (e) to determine the terms and conditions, not
inconsistent  with the  terms  of the  Plan,  of each  award  granted  hereunder
(including,  but not limited to, (x) the  restrictions  applicable  to awards of
Restricted Stock and the conditions under which restrictions  applicable to such
awards of  Restricted  Stock shall  lapse),  and (y) the  performance  goals and
periods applicable to awards of Performance Shares); and

                        (f) to determine the terms and conditions, not
inconsistent  with  the  terms of the  Plan,  which  shall  govern  all  written
instruments  evidencing  Stock Options,  Stock  Appreciation  Rights,  awards of
Restricted  Stock,  or  Performance  Shares or any  combination of the foregoing
granted hereunder.

                2.3 Interpretation. The Administrator shall have the authority,
in its sole discretion,  to adopt, alter and repeal such  administrative  rules,
guidelines  and practices  governing the Plan as it shall from time to time deem
advisable;  to  interpret  the  terms and  provisions  of the Plan and any award
issued under the Plan (and any agreements  relating  thereto);  and to otherwise
supervise the administration of the Plan.

                2.4 Decisions Final. All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final, conclusive and binding on
all persons, including the Company and the Participants.

Section 3.      Stock Subject to Plan.
                ---------------------

                3.1      Number of Shares.

                        (a) The total number of shares of Stock reserved and
available for issuance under the Plan shall be 1,500,000 shares. Such shares may
consist,  in whole or in part,  of  authorized  and unissued  shares or treasury
shares.

                        (b) Consistent with the provisions of Section 162(m) of
the Code, as from time to time applicable, to the extent that (i) a Stock Option
expires or is otherwise  terminated without being exercised,  or (ii) any shares
of Stock subject to any award of Restricted Stock, or Performance Shares granted
hereunder  are  forfeited,  such shares of Stock shall  again be  available  for
issuance in connection with future awards granted under the Plan.
<page>
                3.2 Certain Adjustments. In the event of any merger,
reorganization, consolidation,  recapitalization, stock dividend or other change
in  corporate  structure  affecting  the Stock,  an  equitable  substitution  or
proportionate  adjustment shall be made in (i) the aggregate number of shares of
Stock  reserved for issuance  under the Plan and the maximum number of shares of
Stock that may be granted to any  Participant  in any  calendar  year,  (ii) the
kind,  number and exercise price of shares of Stock subject to outstanding Stock
Options and Stock  Appreciation  Rights  granted  under the Plan,  and (iii) the
kind, number and purchase price of shares of Stock subject to outstanding awards
of Restricted Stock and Performance  Shares granted under the Plan, in each case
as may be determined by the Administrator,  in its sole discretion.  An adjusted
option price shall also be used to determine  the amount  payable by the Company
upon the exercise of any Stock  Appreciation  Right related to any Stock Option.
Such other  substitutions  or adjustments  shall be made as may be determined by
the  Administrator,  in its  sole  discretion.  In  connection  with  any  event
described  in  this  paragraph,  the  Administrator  may  provide,  in its  sole
discretion,  for the cancellation of any outstanding  awards and payment in cash
or other property therefor.

Section 4.      Eligibility.
                -----------

                4.1 Eligible Recipients. Eligible Recipients shall be eligible
to be granted Stock Options,  Stock  Appreciation  Rights,  awards of Restricted
Stock or Performance Shares or any combination of the foregoing  hereunder.  The
Participants  under  the  Plan  shall  be  selected  from  time  to  time by the
Administrator,  in its sole discretion,  from among the Eligible Recipients, and
the Administrator shall determine, in its sole discretion,  the number of shares
of Stock covered by each such award.

Section 5.      Stock Options.
                -------------

                5.1      Option Grants.

                        (a) Stock Options may be granted alone or in addition
to other awards  granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the  Administrator  may from time to time approve,  and
the  provisions of Stock Option awards need not be the same with respect to each
Participant. Participants who are granted Stock Options shall be granted a stock
option  certificate in such form as the  Administrator  shall  determine,  which
certificate shall set forth,  among other things,  the option price of the Stock
Option,  the term of the Stock  Option  and  provisions  regarding  vesting  and
exercisability of the Stock Option granted thereunder.

                        (b) The Stock Options granted under the Plan may be of
two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options.

                5.2 Incentive Stock Options; Non-Qualified Stock Options. The
Administrator  shall have the  authority  to grant to any officer or employee of
the Company or of any Parent or  Subsidiary  (including  directors  who are also
officers of the Company) Incentive Stock Options,  Non-Qualified  Stock Options,
or both types of Stock Options (in each case with or without Stock  Appreciation
Rights).  Directors who are not also officers of the Company or of any Parent or
Subsidiary,  consultants  or  advisors  to  the  Company  or to  any  Parent  or
Subsidiary  may only be granted  Non-Qualified  Stock  Options  (with or without
Stock Appreciation Rights). To the extent that any Stock Option does not qualify
as an Incentive Stock Option, it shall constitute a Non-Qualified  Stock Option.
More  than one  Stock  Option  may be  granted  to the same  Participant  and be
outstanding concurrently hereunder.

                5.3 Terms of Stock Options. Stock Options granted under the
Plan shall be subject to the following  terms and  conditions  and shall contain
such additional  terms and conditions,  not  inconsistent  with the terms of the
Plan, as the Administrator shall deem desirable:

                        (a)      Option Price. The option price per share of
Stock  purchasable under a Stock Option shall be determined by the Administrator
in its sole  discretion  at the time of grant but shall not,  (i) in the case of
Incentive Stock Options, be less than 100% of the Fair Market Value of the Stock
on such  date,  (ii) in the case of  Non-Qualified  Stock  Options  intended  to
qualify as "performance-based compensation" within the meaning of Section 162(m)
of the Code,  be less than  100% of the Fair  Market  Value of the Stock on such
date and (iii) in any  event,  be less than the par value (if any) of the Stock.
If a Participant  owns or is deemed to own (by reason of the  attribution  rules
applicable  under  Section  424(d)  of the Code)  more than 10% of the  combined
voting  power of all  classes  of  stock  of the  Company  or of any  Parent  or
Subsidiary  and an Incentive  Stock Option is granted to such  Participant,  the
option price of such Incentive  Stock Option (to the extent required at the time
of grant by the Code) shall be no less than 110% of the Fair Market Value of the
Stock on the date such Incentive Stock Option is granted.
<page>
                        (b)      Option Term. The term of each Stock Option
shall be fixed by the  Administrator,  but no Stock Option shall be  exercisable
more than ten  years  after the date such  Stock  Option is  granted;  provided,
however,  that  if an  employee  owns or is  deemed  to own  (by  reason  of the
attribution  rules of Section  424(d) of the Code) more than 10% of the combined
voting  power of all  classes  of  stock  of the  Company  or of any  Parent  or
Subsidiary and an Incentive  Stock Option is granted to such employee,  the term
of such Incentive  Stock Option (to the extent  required by the Code at the time
of grant) shall be no more than five years from the date of grant.

                        (c)      Exercisability. Stock Options shall be
exercisable  at such time or times and subject to such terms and  conditions  as
shall be  determined  by the  Administrator  at or after the time of grant.  The
Administrator may provide at the time of grant, in its sole discretion, that any
Stock Option shall be exercisable  only in installments,  and the  Administrator
may waive such installment exercise provisions at any time, in whole or in part,
based  on  such  factors  as  the  Administrator  may  determine,  in  its  sole
discretion.

                        (d)      Change of Control. In the event of a Change of
Control,   all  outstanding  Stock  Options  shall   immediately   become  fully
exercisable,  and upon payment by the  Participant  of the option price (and, if
requested,  delivery of the  representation  described in Section 9(b)), a stock
certificate or stock certificates  representing the Common Stock covered thereby
shall be issued and delivered to the Participant.

                        (e)      Method of Exercise.

                                (i)      Subject to Section 5.3(b), Stock
Options  may be  exercised  in whole or in part at any time  during  the  option
period,  by giving  written  notice of exercise to the  Company  specifying  the
number of shares of Stock to be purchased, accompanied by payment in full of the
option price in cash or its equivalent,  as determined by the Administrator.  As
determined by the Administrator,  in its sole discretion, payment in whole or in
part may also be made (i) by means of any cashless exercise  procedure  approved
by the  Administrator,  (ii) in the form of unrestricted  Stock already owned by
the  Participant  which,  (x) in the case of  unrestricted  Stock  acquired upon
exercise  of an  option,  has been  owned by the  Participant  for more than six
months on the date of surrender,  and (y) has a Fair Market Value on the date of
surrender  equal to the  aggregate  option  price of the Stock as to which  such
Stock Option shall be exercised and the minimum statutory withholding taxes with
respect  thereto,  (iii)  any  other  form  of  consideration  approved  by  the
Administrator  and permitted by applicable  law or (iv) any  combination  of the
foregoing.  A Participant  shall  generally have the rights to dividends and any
other rights of a  shareholder  with  respect to the Stock  subject to the Stock
Option only after the Participant has given written notice of exercise, has paid
in full for such  shares,  and,  if  requested,  has  given  the  representation
described in Section 10.1(b) below.

                                (ii)     Notwithstanding anything to the
contrary contained herein, a Stock Option may not be exercised for a fraction of
a share of Stock.

                                (iii)    The Administrator may require the
surrender  of all or a portion of any Stock Option  granted  under the Plan as a
condition  precedent  to  the  grant  of a new  Stock  Option.  Subject  to  the
provisions of the Plan, such new Stock Option shall be exercisable at the price,
during such period and on such other terms and  conditions  as are  specified by
the  Administrator at the time the new Stock Option is granted.  Consistent with
the  provisions  of  Section  162(m),  to  the  extent  applicable,  upon  their
surrender,  Stock Options  shall be canceled and the shares of Stock  previously
subject to such  canceled  Stock  Options  shall again be  available  for future
grants of Stock Options and other awards hereunder.

                        (f)      Non-Transferability of Stock Options. Except
under the laws of descent and  distribution  or as  otherwise  permitted  by the
Administrator,  the Participant shall not be permitted to sell, transfer, pledge
or assign any Stock Option,  and all Stock Options shall be exercisable,  during
the Participant's lifetime, only by the Participant; provided, however, that the
Participant  shall be  permitted  to transfer  one or more  Non-Qualified  Stock
Options  to a trust  controlled  by the  Participant  during  the  Participant's
lifetime for estate planning purposes.

                        (g)      Termination of Employment or Service. If a
Participant's employment with or service as a director, consultant or advisor to
the Company or to any Parent or  Subsidiary  terminates  by reason of his or her
death,  Disability or for any other reason (other than a Termination for Cause),
the Stock Option may, to the extent exercisable on the date of such termination,
thereafter   be  exercised   for  a  period  that  will  be  determined  by  the
Administrator  but in no event less than thirty (30) days  following the date of
termination.
<page>
                        (h)      Termination for Cause. In the event of a
Termination for Cause, any Stock Option held by the  Participant,  which was not
exercised prior to the date of such Termination for Cause shall be forfeited.

                        (i)      Annual Limit on Incentive Stock Options. To
the extent that the aggregate  Fair Market Value  (determined as of the date the
Incentive  Stock  Option is  granted)  of shares of Stock with  respect to which
Incentive Stock Options  granted to a Participant  under this Plan and all other
option plans of the Company or of any Parent or  Subsidiary  become  exercisable
for the first time by the Participant  during any calendar year exceeds $100,000
(as determined in accordance  with Section  422(d) of the Code),  the portion of
such  Incentive  Stock  Options  in  excess  of  $100,000  shall be  treated  as
Non-Qualified Stock Options.

Section 6.      Stock Appreciation Rights.
                -------------------------

                6.1 Types of Stock Appreciation Rights. Stock Appreciation
Rights may be granted  either alone ("Free  Standing  Right") or in  conjunction
with all or part of any Stock Option granted under the Plan ("Related  Rights").
In the case of a  Non-Qualified  Stock  Option,  Related  Rights  may be granted
either at or after the time of the grant of such Stock Option. In the case of an
Incentive  Stock Option,  Related  Rights may be granted only at the time of the
grant of the  Incentive  Stock Option.  The  Administrator  shall  determine the
Eligible  Recipients  to whom,  and the time or times at which,  grants of Stock
Appreciation  Rights  shall be made;  provided  that Related  Rights  granted in
conjunction  with  Incentive  Stock  Options  can only be  granted  to  Eligible
Recipients  who can receive  Incentive  Stock  Options;  the number of shares of
Stock to be awarded,  the  exercise  price,  and all other  conditions  of Stock
Appreciation Rights. The provisions of Stock Appreciation Rights need not be the
same with respect to each Participant.

                6.2 Terms of Stock Appreciation Rights. Stock Appreciation
Rights  granted  under the Plan  shall be  subject  to the  following  terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent  with the  terms  of the  Plan,  as the  Administrator  shall  deem
desirable:

                        (a)      Awards. The prospective recipient of a Stock
Appreciation  Right shall not have any rights with respect to such award,  until
such  recipient has been granted a  certificate  by the Company  evidencing  the
award (a "Stock Appreciation Right  Certificate").  Participants who are granted
Stock  Appreciation  Rights shall have no rights as  shareholders of the Company
with respect to the grant or exercise of such rights.

                        (b)      Exercisability.

                                (i)      Stock Appreciation Rights that are
Free Standing  Rights shall be  exercisable at such time or times and subject to
such terms and  conditions  as shall be determined  by the  Administrator  at or
after grant; provided, however, that no Free Standing Right shall be exercisable
during the first six months of its term, except that this additional  limitation
shall not apply in the event of a Participant's death or Disability prior to the
expiration of such six-month period.

                                (ii)     Stock Appreciation Rights that are
Related Rights shall be exercisable only at such time or times and to the extent
that the Stock Options to which they relate shall be  exercisable  in accordance
with the provisions of Section 5 above and this Section 6 of the Plan; provided,
however,  that a Related  Right granted in  connection  with an Incentive  Stock
Option shall be exercisable  only if and when the Fair Market Value of the Stock
subject to the Incentive  Stock Option  exceeds the exercise price of such Stock
Option; and provided, further, that no Related Right shall be exercisable during
the first six months of its term,  except that this additional  limitation shall
not  apply in the  event of a  Participant's  death or  Disability  prior to the
expiration of such six-month period.

                        (c)      Payment Upon Exercise.

                                (i)      Upon the exercise of a Free Standing
Right, the Participant shall be entitled to receive up to, but not more than, an
amount in cash or that number of shares of Stock (or any combination of cash and
shares of Stock)  equal in value to the excess of the Fair  Market  Value of one
share of Stock as of the date of exercise over the price per share  specified in
the Free  Standing  Right  (which  price  shall be no less than 100% of the Fair
Market  Value of the Stock on the date of  grant)  multiplied  by the  number of
shares of Stock in respect of which the Free Standing Right is being  exercised,
with the Administrator having the right to determine the form of payment.
<page>
                                (ii)     A Related Right may be exercised by a
Participant by surrendering the applicable  portion of the related Stock Option.
Upon such exercise and surrender,  the Participant  shall be entitled to receive
up to,  but not more than,  an amount in cash or that  number of shares of Stock
(or any combination of cash and shares of Stock) equal in value to the excess of
the Fair Market Value of one share of Stock as of the date of exercise  over the
option price per share  specified in the related Stock Option  multiplied by the
number  of  shares  of Stock in  respect  of which  the  Related  Right is being
exercised,  with the  Administrator  having the right to  determine  the form of
payment.  Stock  Options  which have been so  surrendered,  in whole or in part,
shall no longer be  exercisable  to the extent the  Related  Rights have been so
exercised.

                        (d)      Non-Transferability.

                                (i)      Free Standing Rights shall be
transferable  only  when  and to  the  extent  that  a  Stock  Option  would  be
transferable under Section 5 of the Plan.

                                (ii)     Related Stock shall be transferable
only  when  and  to the  extent  that  the  underlying  Stock  Option  would  be
transferable under Section 5 of the Plan.

                        (e)      Termination of Employment or Service.

                                (i)      If a Participant's employment with or
service to the Company or to any Parent or  Subsidiary  terminates  by reason of
his or her death,  Disability  or for any other reason (other than a Termination
for Cause),  the Free Standing Rights may, to the extent exercisable on the date
of  such  termination,  thereafter  be  exercised  for a  period  that  will  be
determined  by the  Administrator  but in no event  less than  thirty  (30) days
following the date of termination.

                                (ii)     In the event of a Termination for
Cause, any Free Standing Right held by the Participant,  which was not exercised
prior to the date of such Termination for Cause shall be forfeited.

                                (iii)    In the event of the termination of
employment or service of a Participant  who has been granted one or more Related
Rights,  such rights shall be  exercisable  at such time or times and subject to
such terms and conditions as set forth in the related Stock Options.

                        (f)      Term.

                                (i)      The term of each Free Standing Right
shall  be  fixed  by the  Administrator,  but no Free  Standing  Right  shall be
exercisable more than ten years after the date such right is granted.

                                (ii)     The term of each Related Right shall
be the term of the Stock Option to which it relates,  but no Related Right shall
be exercisable more than ten years after the date such right is granted.

Section 7.      Restricted Stock and Performance Shares.
                ---------------------------------------

                7.1 Awards of Restricted Stock or Performance Shares. Awards of
Restricted Stock or Performance Shares may be issued either alone or in addition
to other awards granted under the Plan. The  Administrator  shall  determine the
Eligible  Recipients  to  whom,  and the  time or  times  at  which,  awards  of
Restricted Stock or Performance Shares shall be made; the number of shares to be
awarded; the price, if any, to be paid by the Participant for the acquisition of
Restricted  Stock or Performance  Shares;  the Restricted  Period (as defined in
Section  7.4(a))  applicable  to awards of  Restricted  Stock;  the  performance
objectives  applicable to awards of Performance Shares; and all other conditions
of the  awards  of  Restricted  Stock and  Performance  Shares.  Subject  to the
requirements of Section 162(m) of the Code, as applicable, the Administrator may
also condition the grant of the award of Restricted Stock or Performance  Shares
upon  the  exercise  of  stock  options,  or upon  such  other  criteria  as the
Administrator  may  determine,  in its sole  discretion.  The  provisions of the
awards  of  Restricted  Stock or  Performance  Shares  need not be the same with
respect to each Participant.

                7.2 Awards and Certificates. The prospective recipient of
awards of Restricted Stock or Performance  Shares shall not have any rights with
respect  to any such  award,  unless  and until  such  recipient  has  granted a
certificate  evidencing the award (a "Restricted  Stock Award  Certificate,"  or
"Performance  Shares Award  Certificate," as  appropriate).  Except as otherwise
provided below in this Section  7.2(b),  (i) each  Participant who is granted an
award  of  Restricted  Stock  or  Performance  Shares  shall  be  issued a stock
certificate in respect of such shares of Restricted Stock or Performance Shares,
if applicable;  and (ii) such certificate shall be registered in the name of the
Participant,  and shall  bear an  appropriate  legend  referring  to the  terms,
conditions, and restrictions applicable to any such award.
<page>
                7.3 Custody of Certificates. The Administrator may require that
the stock certificates evidencing Restricted Stock or Performance Shares granted
hereunder be held in the custody of the Company until the  restrictions  thereon
shall have lapsed,  and that, as a condition of any award of Restricted Stock or
Performance Shares, the Participant shall have delivered a stock power, endorsed
in blank,  relating to the Stock  covered by such  award.  In no event shall the
restrictions  end prior to the payment by the  Participant to the Company of the
amount of any Federal, state and local income or employment tax withholding that
may be required with respect to Restricted Stock or Performance Shares.

                7.4 Restrictions and Conditions. The awards of Restricted Stock
and  Performance  Shares granted  pursuant to this Section 7 shall be subject to
the following restrictions and conditions:

                        (a) General Terms. Subject to the provisions of the
Plan and the  Restricted  Stock Award  Agreement  or  Performance  Shares  Award
Agreement,  as appropriate,  governing any such award, during such period as may
be set by the  Administrator  commencing  on the date of grant (the  "Restricted
Period"),  the Participant shall not be permitted to sell,  transfer,  pledge or
assign shares of Restricted Stock or Performance  Shares awarded under the Plan;
provided,  however, that the Administrator may, in its sole discretion,  provide
for the lapse of such  restrictions in installments  and may accelerate or waive
such  restrictions  in  whole  or  in  part  based  on  such  factors  and  such
circumstances  as the  Administrator  may  determine,  in its  sole  discretion,
including,  but not limited to, the  attainment of certain  performance  related
goals,  the  Participant's  termination  of employment or service as a director,
consultant  or  advisor  to the  Company  or any  Parent  or  Subsidiary  or the
Participant's death or Disability.

                        (b) Change in Control. In the event of a Change of
Control,  all  Restricted  Stock or  Performance  Shares  remaining  subject  to
forfeiture  shall  immediately  cease to be  subject to  forfeiture  and a stock
certificate or stock  certificates  representing such shares of Common Stock (or
cash in the case of certain Performance Shares) shall be issued and delivered to
the Participant.

                        (c) Rights of Participant. Except as provided in
Section 7.4(a), the Participant shall generally have the rights of a shareholder
of the Company with respect to Restricted Stock or Performance Shares during the
Restricted  Period.  Certificates  for  shares of  unrestricted  Stock  shall be
delivered to the  Participant  promptly  after,  and only after,  the Restricted
Period shall expire  without  forfeiture in respect of such awards of Restricted
Stock or Performance Shares except as the Administrator, in its sole discretion,
shall otherwise determine.

                        (d) Termination of Employment. The rights of
Participants  granted  awards of Restricted  Stock or Performance  Shares,  upon
termination of employment or service as a director, consultant or advisor to the
Company or to any Parent or  Subsidiary  for any  reason  during the  Restricted
Period,  shall  be set  forth  in the  Restricted  Stock  Award  Certificate  or
Performance Shares Award Certificate, as appropriate, governing such awards.

Section 8.      Amendment and Termination.
                -------------------------

                8.1 Amendments. The Plan may be amended or terminated at any
time and from time to time by the Board without the approval of  shareholders of
the Company,  except that no material revisions to the terms of the Plan will be
effective  until the amendment is approved by the  shareholders  of the Company.
Whether a  revision  is  "material"  for this  purpose  shall be  determined  by
reference  to NASD  Rules  4350 and IM  4350-5.  No  amendment  of the Plan made
without the  Participant's  written consent may adversely  affect any right of a
Participant with respect to an outstanding award.

                8.2      Termination.  The Plan will terminate upon the earlier
of the following dates or events to occur:

                        (a) the adoption of a resolution of the Board
terminating the Plan; or

                        (b)      the day before the 10th anniversary of the
date of the Company's 2004 Annual Meeting of Shareholders.

No awards will be granted under this Plan after it has terminated. The
termination of the Plan, however, will not without such person's consent, alter
or impair any of the rights or obligations of any person under any award
previously granted under the Plan. After the termination of the Plan, any
previously granted awards will remain in effect and will continue to be governed
by the terms of the Plan and the applicable award certificate.

                8.3 Term. No Stock Option, Stock Appreciation Right or awards
of Restricted Stock or Performance Shares, shall be granted pursuant to the Plan
on or after the tenth anniversary of the Effective Date, but awards  theretofore
granted may extend beyond that date.
<page>
Section 9.      Unfunded Status of Plan.
                -----------------------

                9.1 The Plan is intended to constitute an "unfunded" plan for
incentive  compensation.  With  respect  to  any  payments  not  yet  made  to a
Participant  by the  Company,  nothing  contained  herein  shall  give  any such
Participant any rights that are greater than those of a general  creditor of the
Company.

Section 10.     General Provisions.
                -------------------

                10.1     Compliance with Securities Laws.

                        (a) Shares of Stock shall not be issued pursuant to the
exercise of any award  granted  hereunder  unless the exercise of such award and
the issuance and delivery of such shares of Stock pursuant  thereto shall comply
with  all  relevant  provisions  of  law,  including,  without  limitation,  the
Securities Act of 1933, as amended, the Exchange Act and the requirements of any
stock  exchange  upon which the Stock may then be  listed,  and shall be further
subject  to the  approval  of  counsel  for the  Company  with  respect  to such
compliance.

                        (b) The Administrator may require each person acquiring
shares of Stock  hereunder to represent to and agree with the Company in writing
that such person is acquiring the shares of Stock without a view to distribution
thereof.  The certificates for such shares of Stock may include any legend which
the Administrator deems appropriate to reflect any restrictions on transfer.

                        (c) All certificates for shares of Stock delivered
under  the  Plan  shall  be  subject  to such  stop-transfer  orders  and  other
restrictions  as  the   Administrator   may  deem  advisable  under  the  rules,
regulations,  and other requirements of the Securities and Exchange  Commission,
any stock  exchange  upon  which the Stock is then  listed,  and any  applicable
Federal or state  securities  law, and the  Administrator  may cause a legend or
legends to be placed on any such  certificates to make appropriate  reference to
such restrictions.

                10.2 No Other Rights Conferred. Nothing contained in the Plan
shall prevent the Board or any duly authorized committee thereof,  from adopting
other or additional compensation arrangements,  subject to shareholder approval,
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any  Eligible  Recipient  any right to continued  employment  or
service  with the Company or any Parent or  Subsidiary,  as the case may be, nor
shall it  interfere  in any way with the right of the  Company  or any Parent or
Subsidiary  to  terminate  the  employment  or  service  of any of its  Eligible
Recipients at any time.

                10.3 Federal and State Taxes. Each Participant shall, no later
than the date as of which the value of an award first becomes  includible in the
gross income of the  Participant  for Federal  income tax  purposes,  pay to the
Company,  or  make  arrangements  satisfactory  to the  Administrator  regarding
payment of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such award.  The  obligations  of the Company under the
Plan shall be  conditional on the making of such payments or  arrangements,  and
the Company shall, to the extent  permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant.

                10.4 No Liability. No member of the Board or the Administrator,
nor any officer or employee of the Company  acting on behalf of the Board or the
Administrator,  shall be  personally  liable for any action,  determination,  or
interpretation  taken or made in good  faith with  respect to the Plan,  and all
members of the Board or the  Administrator  and each and any officer or employee
of the Company acting on their behalf shall, to the extent  permitted by law, be
fully  indemnified  and  protected by the Company in respect of any such action,
determination or interpretation.

Section 11.     Shareholder Approval; Effective Date of Plan.
                --------------------------------------------

                11.1 The grant of any award hereunder shall be contingent upon
shareholder approval of the Plan being obtained within 12 months before or
after the date the Board adopts the Plan.


<page>
Exhibit 5


             [Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]



                                                              December 3, 2004


Metrologic Instruments, Inc.
90 Coles Road
Blackwood, New Jersey  08012

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as counsel to Metrologic Instruments, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 1,500,000 shares of common stock of the Company, par value $.01
per share (the "Shares"), issuable under the Company's 2004 Equity Incentive
Plan (the "Plan"). Awards made pursuant to the Plan may consist of grants of
options to acquire shares of the Company's common stock, stock appreciation
rights, awards of restricted stock and performance shares.

                  In rendering our opinion, we have reviewed originals, or
copies certified or otherwise identified to our satisfaction, of the Plan and
such certificates, documents, corporate records and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.

                  In giving this opinion, we are assuming the authenticity of
all instruments presented to us as originals, the conformity with the originals
of all instruments presented to us as copies and the genuineness of all
signatures.

                  The opinion expressed below is based on the assumption that a
Registration Statement on Form S-8 with respect to the Shares will have been
filed by the Company with the Securities and Exchange Commission and will have
become effective before any of the Shares are issued, and that persons acquiring
the Shares will do so strictly in accordance with the terms of the Plan and will
receive a prospectus containing all of the information required by Part I of the
Registration Statement on Form S-8 before acquiring such shares.

                  We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.

                  This opinion is limited to the matters expressly stated
herein. No implied opinion may be inferred to extend this opinion beyond the
matters expressly stated herein. We do not undertake to advise you or anyone
else of any changes in the opinion expressed herein resulting from changes in
law, changes in facts or any other matters that hereafter might occur or be
brought to our attention.

                                    Very truly yours,



                                   /s/ Ballard Spahr Andrews & Ingersoll, LLP







<PAGE>
Exhibit 23.1



            Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-00000) pertaining to the 2004 Equity Incentive Plan of Metrologic
Instruments, Inc. of our report dated February 12, 2004, with respect to the
consolidated financial statements and schedule of Metrologic Instruments, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 2003
filed with the Securities and Exchange Commission.



                                                        /s/Ernst & Young LLP
Philadelphia, Pennsylvania
December 3, 2004
[{"type": "S-8", "sequence": "1", "filename": "s804.txt", "description": "FORM S-8 METROLOGIC INSTRUMENTS, INC.", "secsgml_size_bytes": 63028}]
{"company-data": {"conformed-name": "METROLOGIC INSTRUMENTS INC", "cik": "0000815910", "assigned-sic": "3577", "irs-number": "221866172", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120992", "film-number": "041184691"}, "business-address": {"street1": "COLES ROAD AT RTE 42", "city": "BLACKWOOD", "state": "NJ", "zip": "08012", "phone": "609-228-8100"}, "mail-address": {"street1": "COLES ROAD ROUTE 42", "city": "BLACKWOOD", "state": "NJ", "zip": "08012"}}
As filed with the Securities and Exchange Commission on December 3, 2004

                                                   Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933

                          Metrologic Instruments, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          New Jersey                                22-1866172
 ------------------------------          ----------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

                        90 Coles Road
                    Blackwood, New Jersey                         08012
           --------------------------------------                --------
          (Address of Principal Executive Offices)              (Zip Code)

                           2004 Equity Incentive Plan
                           --------------------------
                            (Full title of the plan)

                         Benny Noens, CEO and President
                          Metrologic Instruments, Inc.
                                  90 Coles Road
                           Blackwood, New Jersey 08012
                      -------------------------------------
                     (Name and address of agent for service)

                                 (856) 228-8100
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)
                                 with a copy to:
                            Justin P. Klein, Esquire
                     Ballard Spahr Andrews & Ingersoll, LLP
                         1735 Market Street, 51st Floor
                        Philadelphia, Pennsylvania 19103
                                 (215) 665-8500

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

------------------------------------------------------------------------------
Title of           Amount to be    Proposed   Proposed            Amount of
Securities         Registered (1)  Maximum    Maximum             Registration
to be                              Offering   Aggregate           Fee
Registered                         Price      Offering
                                   Per Share  Price
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Common Stock,      1,500,000       $20.42(2)   $30,630,000(2)     $3,880.82
par value $.01
per share  shares
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(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act"), this Registration Statement shall be deemed to
         cover an indeterminate number of additional shares of Common Stock
         issuable in the event the number of outstanding shares of the
         Registrant is increased by reason of any stock dividend, stock split,
         recapitalization, merger, consolidation or reorganization or similar
         transaction.
(2)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rules 457(c) and 457(h), the price shown is based
         upon the average of the high and low price of the Common Stock on
         November 30, 2004, as reported on the Nasdaq National Market System.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information specified in Part I
of this Registration Statement will be given or sent to all persons who
participate in the 2004 Equity Incentive Plan (the "Plan").

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") by Metrologic
Instruments, Inc. (the "Company") (File No. 0-24712) are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003; (2) the Company's Reports on Form 10-Q for the periods
ended March 31, 2004, June 30, 2004 and September 30, 2004; (3) the Company's
Reports on Form 8-K filed on February 20, 2004, June 22, 2004, September 28,
2004 and November 22, 2004; and (4) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A filed with
the Commission on August 19, 1994.

                  Each document filed by the Company after the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and shall be part hereof from the date of filing of such document. Any statement
contained in a document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained or incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Our Amended and Restated Certificate of Incorporation provides
that we will, to the fullest extent permitted by the laws of the State of New
Jersey, as amended from time-to-time, indemnify any person who is or was an
officer or director of the Company, as well as any person who is or was serving
at our request as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise.

                  Thus, our directors and officers shall not be personally
liable to us or our shareholders for any breach of duty based upon an act or
omission, except for an act or omission: (i) for any breach of the director's
duty of loyalty; (ii) for acts or omissions not in good faith or which involve a
knowing violation of law; or (iii) for any transaction from which the director
derived an improper personal benefit.

                  No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

                  We maintain directors' and officers' liability insurance that
provides for indemnification of our directors and officers against damages
arising out of certain kinds of claims that may be made against them based on
their negligent acts or omissions while acting in their capacity as such.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

4.1      2004 Equity Incentive Plan

4.2      Specimen copy of Common Stock certificate (Incorporated by reference
         to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
         (Registration No. 333-78358))

5        Opinion of Ballard Spahr Andrews & Ingersoll, LLP

23.1     Consent of Ernst & Young LLP

23.2     Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
         Exhibit 5)
Item 9.  Undertakings.

                  A. The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement; provided, however, that clauses (i) and (ii) above do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, and will be governed by the final adjudication of such issue.
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Blackwood, State of New Jersey, on
December 3, 2004.

                                    Metrologic Instruments, Inc.

                                    By:  /s/ Benny Noens
                                         ------------------------------------
                                         Benny Noens
                                         Chief Executive Officer and President

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                              Date
     ---------                    -----                              ----
/s/ Benny Noens              Chief Executive Officer,          December 3, 2004
------------------------     President (Principal
Benny Noens                  Executive Officer) and
                             Director

/s/ Kevin Bratton            Chief Financial Officer           December 3, 2004
------------------------     (Principal Financial Officer
Kevin Bratton                and Principal Accounting Officer)

/s/ C. Harry Knowles         Director                          December 3, 2004
------------------------
C. Harry Knowles

/s/ Richard Close            Director                          December 3, 2004
------------------------
Richard Close

/s/ Janet H. Knowles         Director                          December 3, 2004
------------------------
Janet H. Knowles

/s/ John H. Mathias          Director                          December 3, 2004
------------------------
John H. Mathias

/s/ Stanton L. Meltzer       Director                          December 3, 2004
------------------------
Stanton L. Meltzer

/s/ Hsu Jau Nan              Director                          December 3, 2004
------------------------
Hsu Jau Nan

/s/ William Rulon-Miller     Director                          December 3, 2004
------------------------
William Rulon-Miller
EXHIBIT INDEX

Number            Exhibit                                            Page
------            -----------------------------------------------    ----
4.1               2004 Equity Incentive Plan

4.2               Specimen copy of Common Stock certificate
                  (Incorporated by reference to Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-78358))

5                 Opinion of Ballard Spahr Andrews & Ingersoll, LLP

23.1              Consent of Ernst & Young LLP

23.2              Consent of Ballard Spahr Andrews & Ingersoll, LLP
                  (included as part of Exhibit 5)
Exhibit 4.1

                          METROLOGIC INSTRUMENTS, INC.

                           2004 EQUITY INCENTIVE PLAN

Section 1.      General Purpose of Plan; Definitions.
                -------------------------------------

                1.1 General Purpose. The name of this plan is the Metrologic
Instruments,  Inc. 2004 Equity Incentive Plan (the "Plan"). The Plan was adopted
by the Board  (defined  below) on April 23, 2004  subject to the approval by the
shareholders  of the  Company  (defined  below).  The  purpose of the Plan is to
enable the Company to attract and retain  highly  qualified  personnel  who will
contribute to the Company's  success and to provide  incentives to  Participants
(defined below) that are linked  directly to increases in shareholder  value and
will therefore inure to the benefit of all shareholders of the Company.

                1.2      Definitions.  For purposes of the Plan, the following
terms shall be defined as set forth below:

                        (a)      "Administrator" means the Board or to the
extent that the Board has delegated its authority under this Plan to a committee
or sub-committee of the Board, then such committee or sub-committee.

                        (b)      "Board" means the Board of Directors of the
Company.

                        (c)      "Change of Control" shall mean:

                                (i)      The acquisition, directly or
indirectly,  other  than from the  Company,  by any  person,  entity or  "group"
(within the meaning of Section  13(d)(3)  or  14(d)(2)  of the  Exchange  Act (a
"Third Party"),  excluding, for this purpose: (1) the Company, (2) its Parent or
Subsidiaries,  (3) any employee benefit plan of the Company or its Subsidiaries,
(4) C. Harry  Knowles,  Janet H. Knowles or a descendant  of C. Harry Knowles or
Janet H. Knowles,  (5) a purchaser or group of purchasers that includes C. Harry
Knowles or Janet H. Knowles or  descendants  of, or entities  controlled  by, or
associates  or  affiliates  of C.  Harry  Knowles,  Janet  H.  Knowles  or their
descendents,   of  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
promulgated under the Exchange Act), of beneficial ownership of more than 50% of
the combined voting power of the Company's then  outstanding  voting  securities
entitled to vote generally in the election of directors of the Company; or

                                (ii)     Individuals who, as of April 23, 2004,
constitute  the  Board  (the  "Incumbent  Directors")  cease  for any  reason to
constitute at least a majority of the Board; provided that any person becoming a
director  subsequent to such date whose election,  or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of the
Incumbent  Directors  who are  directors  at the time of such vote shall be, for
purposes of this Agreement, an Incumbent Director; or

                                (iii)    Consummation of (1) a reorganization,
merger or  consolidation,  or (2) a liquidation or dissolution of the Company or
the sale of all or substantially  all of the assets of the Company (whether such
assets  are held  directly  or  indirectly)  to a Third  Party,  as  limited  in
subparagraph (i) of the definition.

                        (d)      "Code" means the Internal Revenue Code of
1986, as amended from time to time, or any successor thereto.

                        (e)      "Company" means Metrologic Instruments, Inc.,
a New Jersey corporation.

                        (f)      "Disability" means with respect to any
Participant,  Disability  as defined in any  Employment  Agreement  between  the
Company (or its Subsidiary or Parent) and such Participant, or in the absence of
any  such  Employment  Agreement  defining   Disability,   the  inability  of  a
Participant to perform  substantially his or her duties and  responsibilities to
the  Company or to any Parent or  Subsidiary  by reason of a physical  or mental
disability  or infirmity (i) for a continuous  period of six months,  or (ii) at
such earlier time as the Participant  submits medical  evidence  satisfactory to
the  Administrator  that the Participant has a physical or mental  disability or
infirmity  that will  likely  prevent  the  Participant  from  returning  to the
performance of the Participant's  work duties for six months or longer. The date
of such Disability  shall be the last day of such six-month period or the day on
which the Participant  submits such satisfactory  medical evidence,  as the case
may be.

                        (g)      "Eligible Recipient" means an officer,
director,  employee,  consultant  or advisor of the  Company or of any Parent or
Subsidiary.
(h)      "Employee" means any full or part-time
employee  of the  Company,  or any  Parent or  Subsidiary.  Employee  shall also
include an Employee Director.

                        (i)      "Employee Director" means any director of the
Company who is also an employee of the Company or of any Parent or Subsidiary.

                        (j)      "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time.

                        (k)      "Fair Market Value" means, as of any given
date, with respect to the Stock,  (A) the closing sale price of a share of Stock
on the immediately preceding trading day as reported on the principal securities
exchange on which the Company's equity  securities are listed or traded,  (B) if
not so reported,  the closing sales price on the immediately  preceding  trading
day of a share of Common Stock as published in the NASDAQ National Market Issues
report in the  Eastern  Edition  of The Wall  Street  Journal,  or (C) if not so
reported,  the average of the closing  bid and asked  prices on the  immediately
preceding  trading day as reported on the NASDAQ National Market System,  or (D)
if not so reported,  as furnished by any member of the National  Association  of
Securities  Dealers,  Inc. selected by the Administrator.  In the event that the
price of a share of Stock shall not be so reported or furnished, the Fair Market
Value of a share  of Stock  shall be  determined  by the  Administrator  in good
faith.  The market value of an Option granted under the Plan on any day shall be
the market value of the  underlying  Stock,  determined as  aforesaid,  less the
exercise price of the Option. A "trading day" is any day, other than Saturday or
Sunday, on which the relevant market is open for trading.

                        (l)      "Incentive Stock Option" means any Stock
Option that  qualifies  as an  "incentive  stock  option"  within the meaning of
Section 422 of the Code.

                        (m)      "Non-Employee Director" means a director of
the  Company  who  is not  an  employee  of the  Company  or of  any  Parent  or
Subsidiary.

                        (n)      "Non-Qualified Stock Option" means any Stock
Option that is not an Incentive  Stock  Option,  including any Stock Option that
provides  (as of the time  such  Stock  Option is  granted)  that it will not be
treated as an Incentive Stock Option.

                        (o)      "Parent" means any corporation or entity
(other than the Company) in an unbroken chain of  corporations or other entities
ending with the  Company,  if each of the  entities in the chain (other than the
Company)  beneficially  owns  50% or more of the  combined  voting  power of all
voting securities in one of the other entities in the chain.

                        (p)      "Participant" means any Eligible Recipient
selected by the  Administrator,  pursuant to the  Administrator's  authority  in
Section 2 below, to receive grants of Stock Options,  Stock Appreciation Rights,
awards of Restricted  Stock,  or  Performance  Shares or any  combination of the
foregoing.

                        (q)      "Performance Shares" means shares of Stock that
are subject to restrictions  based upon the attainment of specified  performance
objectives granted pursuant to Section 7 below.

                        (r)      "Restricted Stock" means shares of Stock
subject to certain restrictions granted pursuant to Section 7 below.

                        (s)      "Stock" means the common stock, par value
$0.01 per share, of the Company.

                        (t)      "Stock Appreciation Right" means the right
pursuant to an award granted under Section 6 below to receive an amount equal to
the  excess,  if any, of (A) the Fair  Market  Value,  as of the date such Stock
Appreciation  Right or portion  thereof is  surrendered,  of the shares of Stock
covered by such right or such portion thereof,  over (B) the aggregate  exercise
price of such right (or, in the case of a Related  Right,  the Stock  Option) or
such portion thereof.

                        (u)      "Stock Option" means an option to purchase
shares of Stock granted pursuant to Section 5 below.

                        (v)      "Subsidiary" means any corporation or entity
(other than the  Company) in an unbroken  chain of entities  beginning  with the
Company, if each of the entities (other than the last or entity) in the unbroken
chain  beneficially 50% or more of the total combined voting power of all voting
securities in one of the other entities in the chain.

                        (w)      "Termination for Cause" means a termination of
employment  that has been  designated as a "termination  for cause"  pursuant to
standard Company procedures.
Section 2.      Administration.
                --------------

                2.1 Administration. The Plan shall be administered in
accordance with the  requirements of Section 162(m) of the Code (but only to the
extent  necessary  and desirable to maintain  qualification  of awards under the
Plan under Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3
under the Exchange Act ("Rule 16b-3"), by the Administrator.

                2.2 Power of the Administrator. Pursuant to the terms of the
Plan, the Administrator  shall have the power and authority to grant to Eligible
Recipients  pursuant  to the terms of the Plan:  (a)  Stock  Options,  (b) Stock
Appreciation Rights, (c) awards of Restricted Stock or Performance Shares or (c)
any  combination  of the  foregoing.  In  addition  to the power  and  authority
delegated to the Administrator  elsewhere in this Plan, the Administrator  shall
have the authority:

                        (a) to select those Eligible Recipients who shall be
Participants;

                        (b) to determine whether and to what extent Stock
Options,  Stock Appreciation  Rights,  awards of Restricted Stock or Performance
Shares or a combination of any of the foregoing,  are to be granted hereunder to
Participants;

                        (c) to determine the number of shares of Stock to be
covered by each award granted hereunder;

                        (d) to revise existing awards;

                        (e) to determine the terms and conditions, not
inconsistent  with the  terms  of the  Plan,  of each  award  granted  hereunder
(including,  but not limited to, (x) the  restrictions  applicable  to awards of
Restricted Stock and the conditions under which restrictions  applicable to such
awards of  Restricted  Stock shall  lapse),  and (y) the  performance  goals and
periods applicable to awards of Performance Shares); and

                        (f) to determine the terms and conditions, not
inconsistent  with  the  terms of the  Plan,  which  shall  govern  all  written
instruments  evidencing  Stock Options,  Stock  Appreciation  Rights,  awards of
Restricted  Stock,  or  Performance  Shares or any  combination of the foregoing
granted hereunder.

                2.3 Interpretation. The Administrator shall have the authority,
in its sole discretion,  to adopt, alter and repeal such  administrative  rules,
guidelines  and practices  governing the Plan as it shall from time to time deem
advisable;  to  interpret  the  terms and  provisions  of the Plan and any award
issued under the Plan (and any agreements  relating  thereto);  and to otherwise
supervise the administration of the Plan.

                2.4 Decisions Final. All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final, conclusive and binding on
all persons, including the Company and the Participants.

Section 3.      Stock Subject to Plan.
                ---------------------

                3.1      Number of Shares.

                        (a) The total number of shares of Stock reserved and
available for issuance under the Plan shall be 1,500,000 shares. Such shares may
consist,  in whole or in part,  of  authorized  and unissued  shares or treasury
shares.

                        (b) Consistent with the provisions of Section 162(m) of
the Code, as from time to time applicable, to the extent that (i) a Stock Option
expires or is otherwise  terminated without being exercised,  or (ii) any shares
of Stock subject to any award of Restricted Stock, or Performance Shares granted
hereunder  are  forfeited,  such shares of Stock shall  again be  available  for
issuance in connection with future awards granted under the Plan.
3.2 Certain Adjustments. In the event of any merger,
reorganization, consolidation,  recapitalization, stock dividend or other change
in  corporate  structure  affecting  the Stock,  an  equitable  substitution  or
proportionate  adjustment shall be made in (i) the aggregate number of shares of
Stock  reserved for issuance  under the Plan and the maximum number of shares of
Stock that may be granted to any  Participant  in any  calendar  year,  (ii) the
kind,  number and exercise price of shares of Stock subject to outstanding Stock
Options and Stock  Appreciation  Rights  granted  under the Plan,  and (iii) the
kind, number and purchase price of shares of Stock subject to outstanding awards
of Restricted Stock and Performance  Shares granted under the Plan, in each case
as may be determined by the Administrator,  in its sole discretion.  An adjusted
option price shall also be used to determine  the amount  payable by the Company
upon the exercise of any Stock  Appreciation  Right related to any Stock Option.
Such other  substitutions  or adjustments  shall be made as may be determined by
the  Administrator,  in its  sole  discretion.  In  connection  with  any  event
described  in  this  paragraph,  the  Administrator  may  provide,  in its  sole
discretion,  for the cancellation of any outstanding  awards and payment in cash
or other property therefor.

Section 4.      Eligibility.
                -----------

                4.1 Eligible Recipients. Eligible Recipients shall be eligible
to be granted Stock Options,  Stock  Appreciation  Rights,  awards of Restricted
Stock or Performance Shares or any combination of the foregoing  hereunder.  The
Participants  under  the  Plan  shall  be  selected  from  time  to  time by the
Administrator,  in its sole discretion,  from among the Eligible Recipients, and
the Administrator shall determine, in its sole discretion,  the number of shares
of Stock covered by each such award.

Section 5.      Stock Options.
                -------------

                5.1      Option Grants.

                        (a) Stock Options may be granted alone or in addition
to other awards  granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the  Administrator  may from time to time approve,  and
the  provisions of Stock Option awards need not be the same with respect to each
Participant. Participants who are granted Stock Options shall be granted a stock
option  certificate in such form as the  Administrator  shall  determine,  which
certificate shall set forth,  among other things,  the option price of the Stock
Option,  the term of the Stock  Option  and  provisions  regarding  vesting  and
exercisability of the Stock Option granted thereunder.

                        (b) The Stock Options granted under the Plan may be of
two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options.

                5.2 Incentive Stock Options; Non-Qualified Stock Options. The
Administrator  shall have the  authority  to grant to any officer or employee of
the Company or of any Parent or  Subsidiary  (including  directors  who are also
officers of the Company) Incentive Stock Options,  Non-Qualified  Stock Options,
or both types of Stock Options (in each case with or without Stock  Appreciation
Rights).  Directors who are not also officers of the Company or of any Parent or
Subsidiary,  consultants  or  advisors  to  the  Company  or to  any  Parent  or
Subsidiary  may only be granted  Non-Qualified  Stock  Options  (with or without
Stock Appreciation Rights). To the extent that any Stock Option does not qualify
as an Incentive Stock Option, it shall constitute a Non-Qualified  Stock Option.
More  than one  Stock  Option  may be  granted  to the same  Participant  and be
outstanding concurrently hereunder.

                5.3 Terms of Stock Options. Stock Options granted under the
Plan shall be subject to the following  terms and  conditions  and shall contain
such additional  terms and conditions,  not  inconsistent  with the terms of the
Plan, as the Administrator shall deem desirable:

                        (a)      Option Price. The option price per share of
Stock  purchasable under a Stock Option shall be determined by the Administrator
in its sole  discretion  at the time of grant but shall not,  (i) in the case of
Incentive Stock Options, be less than 100% of the Fair Market Value of the Stock
on such  date,  (ii) in the case of  Non-Qualified  Stock  Options  intended  to
qualify as "performance-based compensation" within the meaning of Section 162(m)
of the Code,  be less than  100% of the Fair  Market  Value of the Stock on such
date and (iii) in any  event,  be less than the par value (if any) of the Stock.
If a Participant  owns or is deemed to own (by reason of the  attribution  rules
applicable  under  Section  424(d)  of the Code)  more than 10% of the  combined
voting  power of all  classes  of  stock  of the  Company  or of any  Parent  or
Subsidiary  and an Incentive  Stock Option is granted to such  Participant,  the
option price of such Incentive  Stock Option (to the extent required at the time
of grant by the Code) shall be no less than 110% of the Fair Market Value of the
Stock on the date such Incentive Stock Option is granted.
(b)      Option Term. The term of each Stock Option
shall be fixed by the  Administrator,  but no Stock Option shall be  exercisable
more than ten  years  after the date such  Stock  Option is  granted;  provided,
however,  that  if an  employee  owns or is  deemed  to own  (by  reason  of the
attribution  rules of Section  424(d) of the Code) more than 10% of the combined
voting  power of all  classes  of  stock  of the  Company  or of any  Parent  or
Subsidiary and an Incentive  Stock Option is granted to such employee,  the term
of such Incentive  Stock Option (to the extent  required by the Code at the time
of grant) shall be no more than five years from the date of grant.

                        (c)      Exercisability. Stock Options shall be
exercisable  at such time or times and subject to such terms and  conditions  as
shall be  determined  by the  Administrator  at or after the time of grant.  The
Administrator may provide at the time of grant, in its sole discretion, that any
Stock Option shall be exercisable  only in installments,  and the  Administrator
may waive such installment exercise provisions at any time, in whole or in part,
based  on  such  factors  as  the  Administrator  may  determine,  in  its  sole
discretion.

                        (d)      Change of Control. In the event of a Change of
Control,   all  outstanding  Stock  Options  shall   immediately   become  fully
exercisable,  and upon payment by the  Participant  of the option price (and, if
requested,  delivery of the  representation  described in Section 9(b)), a stock
certificate or stock certificates  representing the Common Stock covered thereby
shall be issued and delivered to the Participant.

                        (e)      Method of Exercise.

                                (i)      Subject to Section 5.3(b), Stock
Options  may be  exercised  in whole or in part at any time  during  the  option
period,  by giving  written  notice of exercise to the  Company  specifying  the
number of shares of Stock to be purchased, accompanied by payment in full of the
option price in cash or its equivalent,  as determined by the Administrator.  As
determined by the Administrator,  in its sole discretion, payment in whole or in
part may also be made (i) by means of any cashless exercise  procedure  approved
by the  Administrator,  (ii) in the form of unrestricted  Stock already owned by
the  Participant  which,  (x) in the case of  unrestricted  Stock  acquired upon
exercise  of an  option,  has been  owned by the  Participant  for more than six
months on the date of surrender,  and (y) has a Fair Market Value on the date of
surrender  equal to the  aggregate  option  price of the Stock as to which  such
Stock Option shall be exercised and the minimum statutory withholding taxes with
respect  thereto,  (iii)  any  other  form  of  consideration  approved  by  the
Administrator  and permitted by applicable  law or (iv) any  combination  of the
foregoing.  A Participant  shall  generally have the rights to dividends and any
other rights of a  shareholder  with  respect to the Stock  subject to the Stock
Option only after the Participant has given written notice of exercise, has paid
in full for such  shares,  and,  if  requested,  has  given  the  representation
described in Section 10.1(b) below.

                                (ii)     Notwithstanding anything to the
contrary contained herein, a Stock Option may not be exercised for a fraction of
a share of Stock.

                                (iii)    The Administrator may require the
surrender  of all or a portion of any Stock Option  granted  under the Plan as a
condition  precedent  to  the  grant  of a new  Stock  Option.  Subject  to  the
provisions of the Plan, such new Stock Option shall be exercisable at the price,
during such period and on such other terms and  conditions  as are  specified by
the  Administrator at the time the new Stock Option is granted.  Consistent with
the  provisions  of  Section  162(m),  to  the  extent  applicable,  upon  their
surrender,  Stock Options  shall be canceled and the shares of Stock  previously
subject to such  canceled  Stock  Options  shall again be  available  for future
grants of Stock Options and other awards hereunder.

                        (f)      Non-Transferability of Stock Options. Except
under the laws of descent and  distribution  or as  otherwise  permitted  by the
Administrator,  the Participant shall not be permitted to sell, transfer, pledge
or assign any Stock Option,  and all Stock Options shall be exercisable,  during
the Participant's lifetime, only by the Participant; provided, however, that the
Participant  shall be  permitted  to transfer  one or more  Non-Qualified  Stock
Options  to a trust  controlled  by the  Participant  during  the  Participant's
lifetime for estate planning purposes.

                        (g)      Termination of Employment or Service. If a
Participant's employment with or service as a director, consultant or advisor to
the Company or to any Parent or  Subsidiary  terminates  by reason of his or her
death,  Disability or for any other reason (other than a Termination for Cause),
the Stock Option may, to the extent exercisable on the date of such termination,
thereafter   be  exercised   for  a  period  that  will  be  determined  by  the
Administrator  but in no event less than thirty (30) days  following the date of
termination.
(h)      Termination for Cause. In the event of a
Termination for Cause, any Stock Option held by the  Participant,  which was not
exercised prior to the date of such Termination for Cause shall be forfeited.

                        (i)      Annual Limit on Incentive Stock Options. To
the extent that the aggregate  Fair Market Value  (determined as of the date the
Incentive  Stock  Option is  granted)  of shares of Stock with  respect to which
Incentive Stock Options  granted to a Participant  under this Plan and all other
option plans of the Company or of any Parent or  Subsidiary  become  exercisable
for the first time by the Participant  during any calendar year exceeds $100,000
(as determined in accordance  with Section  422(d) of the Code),  the portion of
such  Incentive  Stock  Options  in  excess  of  $100,000  shall be  treated  as
Non-Qualified Stock Options.

Section 6.      Stock Appreciation Rights.
                -------------------------

                6.1 Types of Stock Appreciation Rights. Stock Appreciation
Rights may be granted  either alone ("Free  Standing  Right") or in  conjunction
with all or part of any Stock Option granted under the Plan ("Related  Rights").
In the case of a  Non-Qualified  Stock  Option,  Related  Rights  may be granted
either at or after the time of the grant of such Stock Option. In the case of an
Incentive  Stock Option,  Related  Rights may be granted only at the time of the
grant of the  Incentive  Stock Option.  The  Administrator  shall  determine the
Eligible  Recipients  to whom,  and the time or times at which,  grants of Stock
Appreciation  Rights  shall be made;  provided  that Related  Rights  granted in
conjunction  with  Incentive  Stock  Options  can only be  granted  to  Eligible
Recipients  who can receive  Incentive  Stock  Options;  the number of shares of
Stock to be awarded,  the  exercise  price,  and all other  conditions  of Stock
Appreciation Rights. The provisions of Stock Appreciation Rights need not be the
same with respect to each Participant.

                6.2 Terms of Stock Appreciation Rights. Stock Appreciation
Rights  granted  under the Plan  shall be  subject  to the  following  terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent  with the  terms  of the  Plan,  as the  Administrator  shall  deem
desirable:

                        (a)      Awards. The prospective recipient of a Stock
Appreciation  Right shall not have any rights with respect to such award,  until
such  recipient has been granted a  certificate  by the Company  evidencing  the
award (a "Stock Appreciation Right  Certificate").  Participants who are granted
Stock  Appreciation  Rights shall have no rights as  shareholders of the Company
with respect to the grant or exercise of such rights.

                        (b)      Exercisability.

                                (i)      Stock Appreciation Rights that are
Free Standing  Rights shall be  exercisable at such time or times and subject to
such terms and  conditions  as shall be determined  by the  Administrator  at or
after grant; provided, however, that no Free Standing Right shall be exercisable
during the first six months of its term, except that this additional  limitation
shall not apply in the event of a Participant's death or Disability prior to the
expiration of such six-month period.

                                (ii)     Stock Appreciation Rights that are
Related Rights shall be exercisable only at such time or times and to the extent
that the Stock Options to which they relate shall be  exercisable  in accordance
with the provisions of Section 5 above and this Section 6 of the Plan; provided,
however,  that a Related  Right granted in  connection  with an Incentive  Stock
Option shall be exercisable  only if and when the Fair Market Value of the Stock
subject to the Incentive  Stock Option  exceeds the exercise price of such Stock
Option; and provided, further, that no Related Right shall be exercisable during
the first six months of its term,  except that this additional  limitation shall
not  apply in the  event of a  Participant's  death or  Disability  prior to the
expiration of such six-month period.

                        (c)      Payment Upon Exercise.

                                (i)      Upon the exercise of a Free Standing
Right, the Participant shall be entitled to receive up to, but not more than, an
amount in cash or that number of shares of Stock (or any combination of cash and
shares of Stock)  equal in value to the excess of the Fair  Market  Value of one
share of Stock as of the date of exercise over the price per share  specified in
the Free  Standing  Right  (which  price  shall be no less than 100% of the Fair
Market  Value of the Stock on the date of  grant)  multiplied  by the  number of
shares of Stock in respect of which the Free Standing Right is being  exercised,
with the Administrator having the right to determine the form of payment.
(ii)     A Related Right may be exercised by a
Participant by surrendering the applicable  portion of the related Stock Option.
Upon such exercise and surrender,  the Participant  shall be entitled to receive
up to,  but not more than,  an amount in cash or that  number of shares of Stock
(or any combination of cash and shares of Stock) equal in value to the excess of
the Fair Market Value of one share of Stock as of the date of exercise  over the
option price per share  specified in the related Stock Option  multiplied by the
number  of  shares  of Stock in  respect  of which  the  Related  Right is being
exercised,  with the  Administrator  having the right to  determine  the form of
payment.  Stock  Options  which have been so  surrendered,  in whole or in part,
shall no longer be  exercisable  to the extent the  Related  Rights have been so
exercised.

                        (d)      Non-Transferability.

                                (i)      Free Standing Rights shall be
transferable  only  when  and to  the  extent  that  a  Stock  Option  would  be
transferable under Section 5 of the Plan.

                                (ii)     Related Stock shall be transferable
only  when  and  to the  extent  that  the  underlying  Stock  Option  would  be
transferable under Section 5 of the Plan.

                        (e)      Termination of Employment or Service.

                                (i)      If a Participant's employment with or
service to the Company or to any Parent or  Subsidiary  terminates  by reason of
his or her death,  Disability  or for any other reason (other than a Termination
for Cause),  the Free Standing Rights may, to the extent exercisable on the date
of  such  termination,  thereafter  be  exercised  for a  period  that  will  be
determined  by the  Administrator  but in no event  less than  thirty  (30) days
following the date of termination.

                                (ii)     In the event of a Termination for
Cause, any Free Standing Right held by the Participant,  which was not exercised
prior to the date of such Termination for Cause shall be forfeited.

                                (iii)    In the event of the termination of
employment or service of a Participant  who has been granted one or more Related
Rights,  such rights shall be  exercisable  at such time or times and subject to
such terms and conditions as set forth in the related Stock Options.

                        (f)      Term.

                                (i)      The term of each Free Standing Right
shall  be  fixed  by the  Administrator,  but no Free  Standing  Right  shall be
exercisable more than ten years after the date such right is granted.

                                (ii)     The term of each Related Right shall
be the term of the Stock Option to which it relates,  but no Related Right shall
be exercisable more than ten years after the date such right is granted.

Section 7.      Restricted Stock and Performance Shares.
                ---------------------------------------

                7.1 Awards of Restricted Stock or Performance Shares. Awards of
Restricted Stock or Performance Shares may be issued either alone or in addition
to other awards granted under the Plan. The  Administrator  shall  determine the
Eligible  Recipients  to  whom,  and the  time or  times  at  which,  awards  of
Restricted Stock or Performance Shares shall be made; the number of shares to be
awarded; the price, if any, to be paid by the Participant for the acquisition of
Restricted  Stock or Performance  Shares;  the Restricted  Period (as defined in
Section  7.4(a))  applicable  to awards of  Restricted  Stock;  the  performance
objectives  applicable to awards of Performance Shares; and all other conditions
of the  awards  of  Restricted  Stock and  Performance  Shares.  Subject  to the
requirements of Section 162(m) of the Code, as applicable, the Administrator may
also condition the grant of the award of Restricted Stock or Performance  Shares
upon  the  exercise  of  stock  options,  or upon  such  other  criteria  as the
Administrator  may  determine,  in its sole  discretion.  The  provisions of the
awards  of  Restricted  Stock or  Performance  Shares  need not be the same with
respect to each Participant.

                7.2 Awards and Certificates. The prospective recipient of
awards of Restricted Stock or Performance  Shares shall not have any rights with
respect  to any such  award,  unless  and until  such  recipient  has  granted a
certificate  evidencing the award (a "Restricted  Stock Award  Certificate,"  or
"Performance  Shares Award  Certificate," as  appropriate).  Except as otherwise
provided below in this Section  7.2(b),  (i) each  Participant who is granted an
award  of  Restricted  Stock  or  Performance  Shares  shall  be  issued a stock
certificate in respect of such shares of Restricted Stock or Performance Shares,
if applicable;  and (ii) such certificate shall be registered in the name of the
Participant,  and shall  bear an  appropriate  legend  referring  to the  terms,
conditions, and restrictions applicable to any such award.
7.3 Custody of Certificates. The Administrator may require that
the stock certificates evidencing Restricted Stock or Performance Shares granted
hereunder be held in the custody of the Company until the  restrictions  thereon
shall have lapsed,  and that, as a condition of any award of Restricted Stock or
Performance Shares, the Participant shall have delivered a stock power, endorsed
in blank,  relating to the Stock  covered by such  award.  In no event shall the
restrictions  end prior to the payment by the  Participant to the Company of the
amount of any Federal, state and local income or employment tax withholding that
may be required with respect to Restricted Stock or Performance Shares.

                7.4 Restrictions and Conditions. The awards of Restricted Stock
and  Performance  Shares granted  pursuant to this Section 7 shall be subject to
the following restrictions and conditions:

                        (a) General Terms. Subject to the provisions of the
Plan and the  Restricted  Stock Award  Agreement  or  Performance  Shares  Award
Agreement,  as appropriate,  governing any such award, during such period as may
be set by the  Administrator  commencing  on the date of grant (the  "Restricted
Period"),  the Participant shall not be permitted to sell,  transfer,  pledge or
assign shares of Restricted Stock or Performance  Shares awarded under the Plan;
provided,  however, that the Administrator may, in its sole discretion,  provide
for the lapse of such  restrictions in installments  and may accelerate or waive
such  restrictions  in  whole  or  in  part  based  on  such  factors  and  such
circumstances  as the  Administrator  may  determine,  in its  sole  discretion,
including,  but not limited to, the  attainment of certain  performance  related
goals,  the  Participant's  termination  of employment or service as a director,
consultant  or  advisor  to the  Company  or any  Parent  or  Subsidiary  or the
Participant's death or Disability.

                        (b) Change in Control. In the event of a Change of
Control,  all  Restricted  Stock or  Performance  Shares  remaining  subject  to
forfeiture  shall  immediately  cease to be  subject to  forfeiture  and a stock
certificate or stock  certificates  representing such shares of Common Stock (or
cash in the case of certain Performance Shares) shall be issued and delivered to
the Participant.

                        (c) Rights of Participant. Except as provided in
Section 7.4(a), the Participant shall generally have the rights of a shareholder
of the Company with respect to Restricted Stock or Performance Shares during the
Restricted  Period.  Certificates  for  shares of  unrestricted  Stock  shall be
delivered to the  Participant  promptly  after,  and only after,  the Restricted
Period shall expire  without  forfeiture in respect of such awards of Restricted
Stock or Performance Shares except as the Administrator, in its sole discretion,
shall otherwise determine.

                        (d) Termination of Employment. The rights of
Participants  granted  awards of Restricted  Stock or Performance  Shares,  upon
termination of employment or service as a director, consultant or advisor to the
Company or to any Parent or  Subsidiary  for any  reason  during the  Restricted
Period,  shall  be set  forth  in the  Restricted  Stock  Award  Certificate  or
Performance Shares Award Certificate, as appropriate, governing such awards.

Section 8.      Amendment and Termination.
                -------------------------

                8.1 Amendments. The Plan may be amended or terminated at any
time and from time to time by the Board without the approval of  shareholders of
the Company,  except that no material revisions to the terms of the Plan will be
effective  until the amendment is approved by the  shareholders  of the Company.
Whether a  revision  is  "material"  for this  purpose  shall be  determined  by
reference  to NASD  Rules  4350 and IM  4350-5.  No  amendment  of the Plan made
without the  Participant's  written consent may adversely  affect any right of a
Participant with respect to an outstanding award.

                8.2      Termination.  The Plan will terminate upon the earlier
of the following dates or events to occur:

                        (a) the adoption of a resolution of the Board
terminating the Plan; or

                        (b)      the day before the 10th anniversary of the
date of the Company's 2004 Annual Meeting of Shareholders.

No awards will be granted under this Plan after it has terminated. The
termination of the Plan, however, will not without such person's consent, alter
or impair any of the rights or obligations of any person under any award
previously granted under the Plan. After the termination of the Plan, any
previously granted awards will remain in effect and will continue to be governed
by the terms of the Plan and the applicable award certificate.

                8.3 Term. No Stock Option, Stock Appreciation Right or awards
of Restricted Stock or Performance Shares, shall be granted pursuant to the Plan
on or after the tenth anniversary of the Effective Date, but awards  theretofore
granted may extend beyond that date.
Section 9.      Unfunded Status of Plan.
                -----------------------

                9.1 The Plan is intended to constitute an "unfunded" plan for
incentive  compensation.  With  respect  to  any  payments  not  yet  made  to a
Participant  by the  Company,  nothing  contained  herein  shall  give  any such
Participant any rights that are greater than those of a general  creditor of the
Company.

Section 10.     General Provisions.
                -------------------

                10.1     Compliance with Securities Laws.

                        (a) Shares of Stock shall not be issued pursuant to the
exercise of any award  granted  hereunder  unless the exercise of such award and
the issuance and delivery of such shares of Stock pursuant  thereto shall comply
with  all  relevant  provisions  of  law,  including,  without  limitation,  the
Securities Act of 1933, as amended, the Exchange Act and the requirements of any
stock  exchange  upon which the Stock may then be  listed,  and shall be further
subject  to the  approval  of  counsel  for the  Company  with  respect  to such
compliance.

                        (b) The Administrator may require each person acquiring
shares of Stock  hereunder to represent to and agree with the Company in writing
that such person is acquiring the shares of Stock without a view to distribution
thereof.  The certificates for such shares of Stock may include any legend which
the Administrator deems appropriate to reflect any restrictions on transfer.

                        (c) All certificates for shares of Stock delivered
under  the  Plan  shall  be  subject  to such  stop-transfer  orders  and  other
restrictions  as  the   Administrator   may  deem  advisable  under  the  rules,
regulations,  and other requirements of the Securities and Exchange  Commission,
any stock  exchange  upon  which the Stock is then  listed,  and any  applicable
Federal or state  securities  law, and the  Administrator  may cause a legend or
legends to be placed on any such  certificates to make appropriate  reference to
such restrictions.

                10.2 No Other Rights Conferred. Nothing contained in the Plan
shall prevent the Board or any duly authorized committee thereof,  from adopting
other or additional compensation arrangements,  subject to shareholder approval,
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any  Eligible  Recipient  any right to continued  employment  or
service  with the Company or any Parent or  Subsidiary,  as the case may be, nor
shall it  interfere  in any way with the right of the  Company  or any Parent or
Subsidiary  to  terminate  the  employment  or  service  of any of its  Eligible
Recipients at any time.

                10.3 Federal and State Taxes. Each Participant shall, no later
than the date as of which the value of an award first becomes  includible in the
gross income of the  Participant  for Federal  income tax  purposes,  pay to the
Company,  or  make  arrangements  satisfactory  to the  Administrator  regarding
payment of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such award.  The  obligations  of the Company under the
Plan shall be  conditional on the making of such payments or  arrangements,  and
the Company shall, to the extent  permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant.

                10.4 No Liability. No member of the Board or the Administrator,
nor any officer or employee of the Company  acting on behalf of the Board or the
Administrator,  shall be  personally  liable for any action,  determination,  or
interpretation  taken or made in good  faith with  respect to the Plan,  and all
members of the Board or the  Administrator  and each and any officer or employee
of the Company acting on their behalf shall, to the extent  permitted by law, be
fully  indemnified  and  protected by the Company in respect of any such action,
determination or interpretation.

Section 11.     Shareholder Approval; Effective Date of Plan.
                --------------------------------------------

                11.1 The grant of any award hereunder shall be contingent upon
shareholder approval of the Plan being obtained within 12 months before or
after the date the Board adopts the Plan.
Exhibit 5

             [Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]

                                                              December 3, 2004

Metrologic Instruments, Inc.
90 Coles Road
Blackwood, New Jersey  08012

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as counsel to Metrologic Instruments, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 1,500,000 shares of common stock of the Company, par value $.01
per share (the "Shares"), issuable under the Company's 2004 Equity Incentive
Plan (the "Plan"). Awards made pursuant to the Plan may consist of grants of
options to acquire shares of the Company's common stock, stock appreciation
rights, awards of restricted stock and performance shares.

                  In rendering our opinion, we have reviewed originals, or
copies certified or otherwise identified to our satisfaction, of the Plan and
such certificates, documents, corporate records and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.

                  In giving this opinion, we are assuming the authenticity of
all instruments presented to us as originals, the conformity with the originals
of all instruments presented to us as copies and the genuineness of all
signatures.

                  The opinion expressed below is based on the assumption that a
Registration Statement on Form S-8 with respect to the Shares will have been
filed by the Company with the Securities and Exchange Commission and will have
become effective before any of the Shares are issued, and that persons acquiring
the Shares will do so strictly in accordance with the terms of the Plan and will
receive a prospectus containing all of the information required by Part I of the
Registration Statement on Form S-8 before acquiring such shares.

                  We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.

                  This opinion is limited to the matters expressly stated
herein. No implied opinion may be inferred to extend this opinion beyond the
matters expressly stated herein. We do not undertake to advise you or anyone
else of any changes in the opinion expressed herein resulting from changes in
law, changes in facts or any other matters that hereafter might occur or be
brought to our attention.

                                    Very truly yours,

                                   /s/ Ballard Spahr Andrews & Ingersoll, LLP
Exhibit 23.1

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-00000) pertaining to the 2004 Equity Incentive Plan of Metrologic
Instruments, Inc. of our report dated February 12, 2004, with respect to the
consolidated financial statements and schedule of Metrologic Instruments, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 2003
filed with the Securities and Exchange Commission.

                                                        /s/Ernst & Young LLP
Philadelphia, Pennsylvania
December 3, 2004