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.