Exhibit 5

                   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 19, 2001


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. _______)

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
382,250  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.
Of the 382,250  shares of Common Stock to be registered  under the  Registration
Statement,  197,000  shares have been,  or will be,  issued  pursuant to certain
agreements  (collectively,  the "Stock Option  Agreements")  with certain of the
individuals listed as Selling  Shareholders in the Registration  Statement,  and
201,250  shares  will  be  issued  pursuant  to  that  certain   agreement  (the
"Settlement  Agreement") in connection with the settlement of certain litigation
involving  the  Company.  We have  examined  the Stock  Option  Agreements,  the
Settlement  Agreement,  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 Stock Option  Agreements
or the Settlement Agreement authorizing their issuance,  as applicable,  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.