Exhibit 5.1

              Opinion and Consent of Squire, Sanders, & Dempsy LLP



November 3, 1997

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

RE:  LightPath Technologies, Inc.

Dear 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 authorizing the issuance and sale of 1,500,000
shares of the  Company's  $.01 par value  Common  Stock  (the  "Common  Stock"),
issuable upon  conversion of outstanding  shares of Series B Preferred Stock and
upon exercise of outstanding Class E Warrants and Class F Warrants (collectively
referred  to as the  "Securities"),  which  are the  subject  of a  Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933,  as  amended.  We have acted as counsel for the  Company  with  respect to
certain matters in connection with the sale of the Securities and in preparation
of the  required  filings  with  the  Securities  and  Exchange  Commission.  In
addition, we have examined such documents and undertaken such further inquiry as
we consider necessary for rendering the opinions hereinafter set forth below:

         Based upon the foregoing, it is our opinion that :

         1. The Company is  a corporation  duly  organized and validly  existing
            under the laws of the state of Delaware.
         2. The Securities,  when issued 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 Securities for offer and
sale in such states.

                                              Respectfully yours,


                                              SQUIRE, SANDERS & DEMPSEY L.L.P.