Exhibit 5.1
OPINION & CONSENT-SQUIRE SANDERS & DEMPSEY
Squire, Sanders & Dempsey L.L.P.
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Phone: (602) 528-4000
Facsimile: (602) 253-8129
December 5, 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 from time to time authorizing the issuance of
1,672,000 shares of the Company's $.01 par value per share 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.
The 1,672,000 shares of Common Stock have been, or will be, issued pursuant to
certain agreements (collectively, the "Stock Option Agreements") with the
individuals listed as Selling Shareholders in the Registration Statement. We
have examined the Stock Option Agreements as well as all such other 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 the respective Stock Option
Agreements, 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.
