CARTER, LEDYARD & MILBURN
                               COUNSELLORS AT LAW
                                  2 WALL STREET
                              NEW YORK, N.Y. 10005
                                   -----------
                                 (212) 732-3200
                               FAX: (212) 732-3232





                                                                   June 13, 1997


Casdim International Systems, Inc.
150 East 58th Street
New York, NY 10155

                  Re:   Post-Effective Amendment No. 1 to
                        Registration Statement on Form SB-2
                        of Casdim International Systems, Inc.

Gentlemen:

     We have  acted as  counsel  to  Casdim  International  Systems,  Inc.  (the
"Registrant") in connection with the above-captioned Post-Effective Amendment to
its Registration Statement, filed with the United States Securities and Exchange
Commission  under the  Securities  Act of 1933, as amended.  The  Post-Effective
Amendment relates to (i) 1,521,000 shares of Common Stock , $0.01 par value, and
(ii) 650,000 shares of Common Stock, $0.01 par value underlying  warrants issued
by the  Registrant  (the  "Warrants")  being  registered  on behalf  of  certain
shareholders and warrant holders of the Registrant  (collectively,  the "Selling
Shareholders").

     We  have  examined  the   originals  or  copies,   certified  or  otherwise
identified,  of the Articles of Incorporation,  as amended and restated,  Bylaws
and records of relevant  corporate  proceedings of the Registrant and such other
matters  as we have  deemed  necessary  or  advisable  for the  purpose  of this
opinion.






Casdim International Systems, Inc.                                           -2-





     On the basis of the foregoing, we are of the opinion that:

     1.  The  1,521,000  shares  of  Common  Stock  to be  sold  by the  Selling
Shareholders  have been duly authorized and are validly  issued,  fully paid and
non-assessable.

     2. The  650,000  shares of Common  Stock  when  issued  to  holders  of the
Warrants,  upon  exercise  and  payment  of the  exercise  price  stated  in the
Warrants,   will  be  duly   authorized,   validly   issued,   fully   paid  and
non-assessable.

     We hereby  consent to the filing of this opinion as an exhibit to the above
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Prospectus included therein.

                                            Very truly yours,

                                            /s/Carter, Ledyard & Milburn




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