Exhibit 5.1

                   OPINION & CONSENT-SQUIRE SANDERS & DEMPSEY

                        Squire, Sanders & Dempsey L.L.P.
                       40 North Central Avenue, Suite 2700
                             Phoenix, Arizona 85004
                              Phone: (602) 528-4000
                            Facsimile: (602) 253-8129

                                December 5, 2000

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

     RE:  LightPath Technologies, Inc.
          Registration Statement on Form S-3 (Registration No. 333-_______)

Ladies and Gentlemen:

     This  firm  is  counsel  for  LightPath  Technologies,   Inc.,  a  Delaware
corporation  (the  "Company").  As such, we are familiar with the Certificate of
Incorporation,  as amended,  and Bylaws of the Company,  as well as  resolutions
adopted by its Board of Directors from time to time  authorizing the issuance of
1,672,000  shares of the Company's $.01 par value per share Class A Common Stock
(the "Common  Stock") which are the subject of a Registration  Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended.
The 1,672,000  shares of Common Stock have been, or will be, issued  pursuant to
certain  agreements  (collectively,  the  "Stock  Option  Agreements")  with the
individuals  listed as Selling  Shareholders in the Registration  Statement.  We
have examined the Stock Option Agreements as well as all such other instruments,
documents and records,  and undertaken such further  inquiry,  as we have deemed
relevant and necessary for the basis of our opinion  hereinafter  expressed.  In
such  examination,  we  have  assumed  the  genuineness  and  authority  of  all
signatures and the  authenticity  of all documents  submitted to us as originals
and the conformity to the originals of all documents  submitted to us as copies.
Our  opinion  is based  solely on the  General  Corporation  Law of the State of
Delaware.

     Based  upon the  foregoing,  it is our  opinion  that the  shares of Common
Stock,  when issued in compliance with the terms of the respective  Stock Option
Agreements, will be validly issued, fully paid and nonassessable.

     We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is part of the Registration Statement and we hereby consent
to the use of our name in such Registration Statement. We further consent to the
filing of this opinion as Exhibit 5.1 to the Registration Statement and with the
state  regulatory  agencies  in  such  states  as may  require  such  filing  in
connection with the  registration of the Common Stock for offer and sale in such
states.

                                        Respectfully submitted,

                                        SQUIRE, SANDERS & DEMPSEY L.L.P.