<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>cpi-s8_822002ex051.txt
<DESCRIPTION>GRAUBARD MILLER OPINION FOR S-8 (8-2-2002)
<TEXT>


                                                                    EXHIBIT 5.1

                                 GRAUBARD MILLER
                                600 Third Avenue
                               New York, NY 10016

                                                     August 2, 2002

CPI Aerostructures, Inc.
200A Executive Drive
Edgewood, New York 11717

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as counsel to you in connection with the
purchase and offering by CPI Aerostructures, Inc. ("Company"), of up to an
aggregate of 1,313,334 shares ("Shares") of the Company's Common Stock, $.01 par
value per share, pursuant to options which may be granted under the Company's
1998 Performance Equity Plan, Performance Equity Plan 2000 and other employee
benefit plans (the "Plans").

                  In such capacity, we have examined, signed and conformed
copies of the Registration Statement on Form S-8 relating to the Shares filed by
the Company with the Securities and Exchange Commission ("Commission") under the
Securities Act of 1933, as amended ("Securities Act") on August 2, 2002,
(hereinafter referred to as the "Registration Statement"). We have also
examined, among other documents, signed copies of the Stock Option Agreements
between the Company and the grantees of options under the Plans, copies of the
Certificate of Incorporation, as amended, and Amended and Restated By-Laws of
the Company and copies of resolutions adopted by the Company's Board of
Directors relating, among other things, to the authorization and sale of the
Shares. In addition, we have examined and relied upon, to the extent we deemed
such reliance proper, certificates of officers and directors of the Company,
certificates of certain public officials and such other records and documents as
we have considered necessary and proper in order that we may render the opinion
hereinafter set forth. We have assumed the authenticity of such Certificate of
Incorporation, as amended, Amended and Restated By-Laws resolutions,
certificates, records and other documents examined by us and the correctness of
all statements of fact contained therein, and nothing has come to our attention
which indicates that such documents and other items are not authentic or
correct. With respect to such examination, we have assumed the genuineness of
all signatures appearing on all documents presented to us as originals and the
conformity to originals of all documents presented to us as conformed or
reproduced documents. We have not examined the certificates for the Shares other
than specimens thereof.

                  As members of the Bar of the State of New York, we do not
purport to be experts in the laws of any jurisdiction other than the State of
New York and with respect to the federal laws of the United States.

                  Based on the foregoing, we are of the opinion that the Shares
being offered pursuant to the Stock Option Agreements and the terms of the Plans
have been duly authorized and, when issued and delivered against payment
therefor, as contemplated by the Registration Statement and the Stock Option
Agreements, will be validly issued and fully paid and nonassessable.

                  This letter is being delivered to you solely for your benefit
and may not be relied upon in any manner by any other person.


                                       Very truly yours,

                                       /s/ Graubard Miller

                                       GRAUBARD MILLER


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</DOCUMENT>
