Exhibit 5
SQUIRE, SANDERS & DEMPSEY L.L.P.
Counselors at Law
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Telephone: (602) 528-4000
Telecopier: (602) 253-8129
November 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: LIGHTPATH TECHNOLOGIES, INC. - AMENDED & RESTATED DIRECTORS STOCK
OPTION PLAN - FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to LightPath Technologies, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
as amended, relating to the registration of 100,000 shares of its Class A Common
Stock, $.01 par value (the "Shares"), issuable pursuant to the Company's Amended
& Restated Directors Stock Option Plan (the "Plan").
In that connection, we have examined minutes of a meeting of the Company's
Board of Directors held on July 11, 2000 at which the Shares were authorized for
issuance under the Plan. We have further examined such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Certificate of Incorporation and the
Bylaws of the Company, including all amendments thereto. For purposes of our
opinion, we have assumed the availability of a sufficient number of authorized
and unissued shares at the time of such issuance.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Squire, Sanders & Dempsey L.L.P.
