Squire, Sanders & Dempsey L.L.P.
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Phone: (602) 528-4000
Facsimile: (602) 253-8129
October 12, 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 authorizing the issuance of up to 829,490 shares of the
Company's $.01 par value 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. We have also examined all such
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 that certain Merger Agreement dated
as of August 9, 2000 (as amended pursuant to that certain First Amendment to
Merger Agreement dated as of September 20, 2000), by and among the Company, LPI
Merger Corporation and Geltech, Inc., 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.
