October 8, 1998 Board of Directors Environmental Tectonics Corporation County Line Industrial Park Southampton, Pennsylvania 18906 Re: Environmental Tectonics Corporation 1998 Stock Option Plan Gentlemen: You have asked us to provide you with our opinion whether the 500,000 shares of common stock, par value $0.10 per share (the "Common Stock"), of Environmental Tectonics Corporation (the "Company") that may be issued from time to time pursuant to the exercise of options issued under the Environmental Tectonics Corporation 1998 Stock Option Plan (the "Plan"), when and if such shares are issued pursuant to and in accordance with the Plan, will be duly and validly issued, fully paid and nonassessable. We, as counsel to the Company, have reviewed: 1. The Pennsylvania Business Corporation Law of 1988, as amended; 2. The Articles of Incorporation of the Company; 3. The By-laws of the Company; and 4. The minutes of the Board of Directors of the Company adopted on September 30, 1998, as certified by the Corporate Secretary of the Company. Based on our review of such documents, it is our opinion that the Common Stock issuable upon the exercise of options granted under the Plan, when and as issued and paid for in accordance with the provisions of the Plan, will be duly and validly issued, fully paid and nonassessable. In giving the foregoing opinion, we have assumed that the Company will have, at the time of the issuance of such Common Stock, a sufficient number of authorized shares available for issue. We consent to the filing of this opinion as an exhibit to the registration statement the Company is filing today in connection with the registration of 500,000 shares of the Company's Common Stock, and to the reference to us under the heading "legal matters" in the related Prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours /s/ Stevens & Lee STEVENS & LEE WORD PERFECT SYSTEM Long Document Name: OPINION LETTER - ENVIRONMENTAL TECTONICS CORPORATION 1998 STOCK OPTION PLAN System Document Name: O:\DMS\WJR\0087819.WP Document Location: Reading Additional Information: DUPED RDG. DOC. #81638 ________________________________________________________________________ YOU WILL HAVE LINE NUMBERS DOWN THE SIDE OF EACH DRAFT DOCUMENT UNLESS YOU INDICATE OTHERWISE. 1.5 LINE SPACING WILL BE USED ON ALL DRAFTS UNLESS YOU INDICATE OTHERWISE. RETURN TO: _____________________ LOCATION: _________________________ RETURN: ____ draft ____ final ____ blacklined ____ stapled LINE SPACING: ____ same; ____ 1.0; ____ 1.5; ____ 2.0 DUPLICATE: ____ yes ____ no (New Client/Matter No. _________________) SAVE FOR BLACKLINING PRIOR TO REVISIONS: ____ yes ____ no Caret Method ____ Standard Method ____ DELETE PRIOR VERSION(S) SAVED FOR BLACKLINING: ____ yes ____ no Litigation Dept. Use: PROFILE'S TITLE/SUBJECT AREA: procedural posture: ______________________________________________ substantive issues: ______________________________________________ ________________________________________________________________________ NOTE(S) TO NEXT WORD PROCESSING SPECIALIST: Origination Date: 10/02/98 Author's Initials: WJR Last Revised By: lms/tlt/mm Last Revision Date: 10-2;10-8 Paragraph Numbering: 1 = 4 = 7 = 2 = 5 = 8 = 3 = 6 =