Exhibit 5.1


          [Letterhead of Squadron, Ellenoff, Plesent & Sheinfeld, LLP]


                                       October 27, 1997


Celerity Systems, Inc.
9051 Executive Park Drive, Suite 302
Knoxville, Tennessee 37923

       Re:  Registration Statement on Form SB-2 (Registration No. 333-33509)
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Ladies and Gentlemen:

       You have requested our opinion, as counsel for Celerity Systems, Inc., 
a Delaware corporation (the "Company"), in connection with the registration 
statement on Form SB-2 (No. 333-33509), as amended (the "Registration 
Statement"), filed with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended (the "Act").

       The Registration Statement relates to the offering by the Company of 
2,000,000 shares of common stock, par value $0.001 per share, of the Company 
(the "Common Stock"), and up to 300,000 shares of Common Stock to be issued 
solely to cover over-allotments (collectively, the "Shares").

       We have examined such records and documents and made such examinations 
of law as we have deemded relevant in connection with this opinion. Based 
upon such examinations, it is our opinion that when there has been compliance 
with the Act and the applicable state securities laws, the Shares to be sold 
by the Company, when issued, delivered, and paid for in the manner described 
in the form of Underwriting Agreement filed as Exhibit 1 to the Registration 
Statement, will be validly issued, and the Shares, when so issued, delivered 
and paid for will also be fully paid and nonassessable.

       We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to our firm under the caption 
"Legal Matters" in the Registration Statement. In so doing, we do not admit 
that we are in the category of persons whose consent is required under the 
Section 7 of the Act or the rules and regulations of the Securities and 
Exchange Commission promulgated thereunder.


                                 Very truly yours,

                                 Squadron, Ellenoff, Plesent & Sheinfeld, LLP