OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

                                                     May 31, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

                  RE:      LIGHT SAVERS U.S.A., INC. -
                           REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         Reference is made to the  Registration  Statement on Form S-3 dated the
date  hereof  (the  "Registration  Statement"),  filed with the  Securities  and
Exchange  Commission by Light Savers U.S.A.,  Inc., a New York  corporation (the
"Company").  The  Registration  Statement  relates to an  aggregate of 3,125,000
shares (the  "Shares")  of common  stock,  par value $.01 per share (the "Common
Stock").  Of the Shares,  (i) 2,500,000 were issued by the Company in connection
witht the acquisition of the assets of a subsidiary of the Company, (ii) 500,000
were issued by the Company pursuant to a private placement offering completed in
April 1996 and (iii)  125,000  will be issued by the  Company  upon  exercise of
warrants  issued  in  connection  with the  Company's  initial  public  offering
consummated in January 1994 (the "Warrants").

         We advise you that we have  examined  originals or copies  certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws  of the  Company,  minutes of  meetings  of the Board of  Directors  and
shareholders  of  the  Company  and  such  other   documents,   instruments  and
certificates  of  officers  and   representatives  of  the  Company  and  public
officials,  and we have  made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter  expressed.  In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the  conformity to original
documents of documents submitted to us as certified or photostatic copies.

Securities and Exchange Commission
May 31, 1996
Page -2- 


         Based upon the  foregoing,  we are of the opinion  that the Shares have
been, or when issued will be, duly and validly issued,  and are, or will be upon
payment of the exercise price for the Warrants, fully paid and non-assessable.

         We  consent to the  reference  to this firm  under the  caption  "Legal
Matters" in the Prospectus.


                                      Very truly yours,



                                  /s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
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                                      OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP