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                                                                     EXHIBIT 5.1

                                                     


                      [SNOW BECKER KRAUSS P.C. LETTERHEAD]


                                                        September 5, 1996

CPI Aerostructures, Inc.
200A Executive Drive
Edgewood, NY  11717

  RE: REGISTRATION STATEMENT ON FORM S-8
  --------------------------------------

Gentlemen:

                  We have acted as counsel to CPI Aerostructures, Inc. (the
"Company"), a New York corporation, in connection with the Company's
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended. The Registration Statement includes (i) 300,000 stock options
authorized to be granted pursuant to the Company's 1995 Employee Stock Option
Plan (the "1995 Plan"); (ii) 250,000 stock options authorized to be granted
under the Company's 1992 Employee Stock Option Plan (the "1992 Plan," and
together with the 1995 Plan the "Plans"); (iii) 60,000 stock options granted to
consultants outside of the Plans (the "Consultant Options"); (iv) 337,335 common
shares issuable upon exercise of options previously granted pursuant to the
Plans; (v) 60,000 common shares issuable upon exercise of the Consultant
Options; and (vi) 180,501 common shares issuable upon exercise of stock options
available for grant under the Plans. This results in an aggregate of 610,000
stock options and 577,836 common shares being registered in the Registration
Statement.

                  As counsel to the Company, we have examined the Company's
Certificate of Incorporation, By-laws, records of corporate proceedings, and
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the accuracy and completeness of all documents submitted to us as
copies and the authenticity of the originals of such latter documents. As to any
facts material to such opinions which we did not independently establish or
verify, we have relied upon statements or representations of officers and other
representatives of the Company, public officials or others.

                  Based on the foregoing, we are of the opinion that:

                  1. The Company has been duly organized, is validly existing,
                  and in good standing under the laws of the State of New York.

                  2. The stock options issuable under the Plans have been duly
                  authorized by the Board of Directors of the Company, and in
                  the case of the Common Shares issuable upon exercise of the
                  options pursuant to the Plans, they have been duly authorized
                  and reserved for issuance, and when duly issued and paid for
                  as contemplated by the Registration Statement, the Common
                  Shares will be legally issued, fully paid and non-assessable
                  securities.

                  3. The Consultant Options have been duly authorized by the 
                  Board of Directors of the Company, and in the case of the 
                  Common Shares issuable upon exercise of the Consultant 
                  Options, they have been duly authorized and reserved for
                  issuance, and when duly issued and paid for as contemplated 
                  by the Registration Statement, the Common Shares will be 
                  legally issued, fully paid and non-assessable securities.

                  We hereby consent to the reference of our name in the
Prospectus under the caption "Legal Opinion" and to inclusion of this opinion as
Exhibit 5.1 to the Registration Statement and all amendments thereto.

                                           Very truly yours,


                                           /s/ Snow Becker Krauss P.C.
                                           ---------------------------------
                                           SNOW BECKER KRAUSS P.C.







