EXHIBIT 5 & 23.2N SCHOEMAN, MARSH & UPDIKE, LLP 60 EAST 42ND STREET NEW YORK, N. Y. 10165-006 June 17, 1997 Securities and Exchange Commission Washington, D.C. 20549 Vicon Industries. Inc. Dear Sirs: We are acting as counsel to Vicon Industries, Inc. (the "Registrant") in connection with the preparation of its registration statement on Form S-8 (the "Registration Statement") registering 250,000 shares of the Registrant's Common Stock, par value $.0l per share issuable pursuant to the Registrant's 1996 Incentive Stock Option Plan and 1996 Non-Qualified Stock Option Plan for Outside Directors. We have examined such Plans and such other documents as we believe necessary or appropriate for us to render the opinion set forth below. We are of the opinion that such 250,000 shares when issued and sold in accordance with such Plans will be legally issued, fully paid and non-assessable. We consent to the inclusion of this opinion in the Registration Statement as an exhibit thereto. Very truly yours, Schoeman, Marsh, Updike LLP