
<PAGE>
 
                                                                    EXHIBIT 5(1)


                           October 17, 1997





Board of Directors
Axsys Technologies, Inc.
645 Madison Avenue
New York, New York  10022

Gentlemen:

          We are acting as special counsel for Axsys Technologies,
Inc., a Delaware corporation (the "Company"), in connection with the
public offering pursuant to the Registration Statement on Form S-1,
Registration No. 333-36027 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") covering 1,528,550
shares of the Company's common stock, par value $.01 per share
("Common Stock"), of which 1,064,809 shares (the "Primary Shares") are
being offered by the Company and 463,741 shares (the "Lehman Shares")
are being offered by Lehman Electric, Inc. ("Lehman"), and an
over-allotment option of up to 229,283 shares of Common Stock (the
"Additional Shares"), which may be offered by the Company. With your
permission, all assumptions and statements of reliance herein have
been made without any independent investigation or verification on our
part except to the extent otherwise expressly stated, and we express
no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.

          In connection with this opinion, we have (i) investigated
such questions of law, (ii) examined originals or certified, conformed
or reproduction copies of such agreements, instruments, documents and
records of the Company and its subsidiaries, such certificates of
public officials, officers or other representatives of the Company and
its subsidiaries, and other persons, and such other documents, and
(iii) reviewed such information from officers and representatives of
the Company and others as we have deemed necessary or appropriate for
the purposes of this opinion.

          In all such examinations, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures on original
or certified copies, and the conformity to original or certified
documents of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assumed the accuracy of,
certificates and oral or written statements and other information of
or from public officials, officers or other representatives of the
Company, and other persons.

          Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion
that the Primary Shares to be offered by the Company and the
Additional Shares that may be offered by the Company, when issued,
delivered and paid for as contemplated by the Registration Statement,
will be validly issued, fully paid and non-assessable and that the Lehman
Shares to be offered by Lehman are validly issued, fully paid and
non-assessable.

          The opinions expressed herein are limited to the General
Corporation Law of the State of Delaware. We assume no obligations to
supplement this letter if any applicable laws change after the date
hereof or if we become aware of any facts that might change the
opinions expressed herein after the date hereof.

          We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to this
firm under the caption "Legal Matters" in the prospectus forming a
part of the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.

                           FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
<PAGE>
 
                           By: /s/ Kenneth R. Blackman
                               ---------------------------------
                                   Kenneth R. Blackman
