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