EX-5.1 2 lpth_ex51.htm LEGAL OPINION lpth_ex51.htm

EXHIBIT 5.1

 

 

July 22, 2025

 

LightPath Technologies, Inc.

2603 Challenger Tech Court, Suite 100

Orlando, Florida 32826

 

Ladies and Gentlemen:

 

We have acted as counsel for LightPath Technologies, Inc., a Delaware corporation (the “Company”), in connection with the registration of an aggregate of 7,750,870 shares (the “Shares”) of Class A common stock of the Company, par value $0.01 per share (the “Common Stock”), consisting of: (i) 1,650,870 shares of Common Stock issuable pursuant to the 2018 Stock and Incentive Compensation Plan (the “2018 SICP”), (ii) 2,100,000 shares of Common Stock issuable pursuant to an amendment to the Amended and Restated Omnibus Incentive Plan (the “Omnibus Amendment”) and (iii) 4,000,000 shares of Common Stock issuable pursuant to Amendment No. 1 to the 2018 SICP (the “SICP Amendment”, together with the Omnibus Amendment and the 2018 SICP, the “Plan”), pursuant to the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement is being filed to register an aggregate of 7,750,870 Shares for offer and sale under and pursuant to the Plan.

 

In connection with the opinions expressed herein, we have examined and relied upon copies of such documents, records, instruments, agreements, and matters of law as we have deemed relevant or necessary for purposes of this opinion, including, without limitation, (i) the Registration Statement, (ii) the Company's Certificate of Incorporation, as amended to date, (iii) the Company’s Amended and Restated Bylaws of the Company, as amended to date and (iv) records of meetings and consents of the Board of Directors (the “Board”) of the Company provided to us by the Company. With respect to such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have to the extent deemed appropriate, relied upon certain representations of certain officers of the Company. With respect to our opinion as to the Shares, we have assumed that the consideration to be paid in connection with the sale of the Shares will be in accordance with the Plan and the Registration Statement.

 

Based on the foregoing, and subject to further limitations, qualifications, and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, following (i) effectiveness of the Registration Statement, (ii) the issuance of the Shares in accordance with the terms and the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the Plan, the Shares will be validly issued, fully paid and nonassessable.

 

We are opining solely on all applicable statutory provisions of the General Corporation Law of the State of Delaware, including the rules and regulations underlying those provisions.

 

 

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In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement. This opinion is given as of the date hereof, and we disclaim any undertaking to advise you of subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law. We bring to your attention that our legal opinions are an expression of professional judgment and are not a guarantee of result.

 

 

Very truly yours,

 

 

 

 

/s/ BAKER & HOSTETLER LLP

 

 

BAKER & HOSTETLER LLP

 

 

 

 

 

 

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