Wynne B. Stern, Jr.   
                           Attorney At Law
                    342 Madison Avenue, Suite 1002
                      New York, New York 10173

                    Telephone:  (212) 808-0042
                    Telecopier: (212) 808-0065   


                         January 6, 1997

OCG Technology, Inc.
450 West 31st Street
11th Floor
New York, New York 10001

Attn:  Edward C. Levine

               Re:  OCG Technology, Inc.  (the "Company")
                    Registration Statement on Form S-3, as Amended

Gentlemen:

     At your request, we have examined the form of the Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission (the "SEC") on December 24, 1996, and Amendment No. 1
thereto to be filed with the SEC on or about January 7, 1997
(collectively, the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of
11,124,403 shares of the Common Stock, $.01 par value per share
(the "Stock").

     In rendering the following opinion, we have examined and
relied only upon the documents and certificates of officers and
directors of the Company as are specifically described below.  In
our examination, we have assumed the genuineness of all signatures,
the authenticity, accuracy and completeness of the documents
submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies.  Our
examination was limited to the following documents and no others:

          1.   Certificate of Incorporation of the Company, as
               amended to date.

          2.   By-Laws of the Company, as amended to date.

          3.   Resolutions adopted by the Board of Directors of the
               Company.

          4.   The Company's most recent Annual Report on Form 
               10-KSB.

          5.   The Company's most recent Annual Report on Form 
               10-QSB. 

          6.   Certain corporate books and records.

          7.   Officer and Director representation letters.

     We have not undertaken, and do not intend to undertake, any
independent investigation beyond such documents and records, or to
verify the adequacy or accuracy of such documents and records.

     Based on the foregoing, it is our opinion that the Stock which
has been issued and which will be issued upon due exercise of the
warrants and payment therefor, subject to the effectiveness of the
Registration Statement and compliance with applicable blue sky
laws, is, and will be, duly and validly authorized, fully-paid and
non-assessable.

     We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Stock is proposed to be
offered and sold or as to the effect, if any, which noncompliance
with such laws might have on the validity of issuance of the Stock.

     We hereby consent to the filing of this opinion as an exhibit
to any filing made with the Securities and Exchange Commission or
under any state of other jurisdictions' securities act for purposes
of registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the Stock in
connection with the offering described in the Registration
Statement.  Other than as provided in the preceding sentence, this
opinion (i) is addressed solely to you; (ii) may not be relied upon
by any other party; (iii) covers only matters of Federal law, and
nothing in this opinion shall be deemed to apply any opinion
related to the laws of any other jurisdiction; (iv) may not be
quoted or reproduced or delivered by you to any other person; and
(v) may not be relied upon by you or anyone else for any other
purpose whatsoever.  Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set
forth above.

     By giving you this opinion and consent, we do not admit that
we are an expert with respect to any part of the Registration
Statement or any Prospectus within the meaning of the term "expert"
as used in Section 7 of the Securities Act of 1933, as amended, or
the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.

     The information set forth herein is as of the date of this
letter.  We disclaim any undertaking to advise you of changes which
may be brought to our attention after the effective date of the
Registration Statement.

                              Very truly yours, 

                              /s/ Wynne B. Stern, Jr.