EXHIBIT 5.1

                          [MARK GASARCH LETTERHEAD]





                                  MARK GASARCH
                                 ATTORNEY AT LAW
                          1285 AVENUE OF THE AMERICAS
                                    3RD FLOOR
                             NEW YORK, NEW YORK 10019
                                    -------
                              TEL: (212) 956-9595
                              FAX: (212) 956-7216

    
September 19, 1996

Semicon Tools, Inc.
111Business Park Drive 
Armonk, New York 10504

Gentlemen:

I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission relating to
7,975,000 shares of common stock, no par value (the "Shares") of Semicon Tools,
Inc. (the "Company") to be issued pursuant to the Company's Toby Investment
Group Consulting Agreement, Paul Alper Consulting Agreement and Mark Gasarch
Consulting Agreement described in the Registration Statement (the "Agreements").

I have examined the Certificate of Incorporation, as amended, and the By-Laws of
the Company, the Registration Statement and originals, or copies certified to my
satisfaction, of such records of meetings, written actions in lieu of meetings,
or resolutions adopted at meetings, of the directors of the Company, documents
and such other documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.

In my examination of the foregoing documents, I have assumed the genuineness of
all signatures and the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.

Based upon and subject to the foregoing, I am of the opinion that the Shares
have been duly and validly authorized for issuance under the Agreements and that
the Shares, when issued in accordance with the terms of the Agreements, will be
legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.

                         Very truly yours,

                         /s/ Mark Gasarch

                         Mark Gasarch