Exhibit 5.1

              Opinion and Consent of Squire, Sanders, & Dempsy LLP



March 12, 1998

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 1,750,000
shares of the  Company's  $.01 par value  Common  Stock  (the  "Common  Stock"),
issuable upon  conversion of outstanding  shares of Series C Preferred Stock and
upon  exercise of  outstanding  Class G Warrants  and Class H Warrants and 8,490
shares of Class A Common Stock  (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 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,

                                        /s/ SQUIRE, SANDERS & DEMPSEY L.L.P.

                                        SQUIRE, SANDERS & DEMPSEY L.L.P.