EXHIBIT 5.1

DORNBUSH SCHAEFFER STRONGIN & VENAGLIA, LLP

747 Third Avenue

New York, New York 10017

December 3, 2007

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:	Advanced Photonix, Inc.
	Registration Statement on Form S-3

Gentlemen:

We have been requested by Advanced Photonix, Inc., a Delaware corporation (the “Company’), to furnish you with our opinion as to the matters hereinafter set forth in connection with the above-captioned registration statement (the “Registration Statement”) covering an aggregate of 3,706,664 shares of the Company's Class A common stock, par value $.001 per share (the “Shares”), which are to be sold by the selling stockholders (the “Selling Stockholders”) named in the Registration Statement.

In connection with this opinion, we have examined the Subscription Agreements between the Company and the Selling Stockholders, the Registration Rights Agreement between the Company and the Selling Stockholders, the Registration Statement and the Company’s Certificate of Incorporation and By-laws, as amended to date, copies of the records of corporate proceedings of the Company, and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued pursuant to the Subscription Agreements have been duly authorized by all necessary corporate action of the Company and, when issued and delivered in accordance with such authorization will be legally issued, fully paid and non-assessable.

We render no opinion as to the laws of any jurisdiction other than the internal laws of the State of New York and the internal corporate law of the State of Delaware.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,
DORNBUSH SCHAEFFER STRONGIN & VENAGLIA, LLP
	By:	/s/Melissa Cooper, Esq.
		Melissa Cooper, Esq.