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Exhibit 5.1                                                          [LOGO]


December 29, 1997


Axsys Technologies, Inc.
645 Madison Avenue
New York, NY  10022

Re: Registration Statement on Form S-8:  
    Axsys Technologies, Inc. Long-Term Stock Incentive Plan

Ladies and Gentlemen:

I am Vice President, General Counsel and Secretary of Axsys Technologies, Inc.
(the "Company").  The opinion relates to the registration under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of an aggregate of up to 320,600 shares (the
"Shares") of the Company's authorized common stock, $.01 par value, pursuant to
the Axsys Technologies, Inc. Long-Term Stock Incentive Plan (the "Plan").

I have examined executed originals or copies (certified or otherwise identified
to my satisfaction) of such documents, corporate records and other instruments
relating to the incorporation of the Company, the adoption of the Plan and the
authorization and issuance of the Shares as I have deemed necessary and
advisable.

In all such examinations, I have assumed the genuineness of all signatures on
originals and copies of documents I have examined, the authenticity of all
documents submitted to me as originals and the conformity to original documents
of all certified, conformed or Photostat copies.  As to questions of fact
material and relevant to this opinion, I have relied upon information obtained
from public officials and officers of the Company.

This opinion is limited to the federal laws of the United States and the laws of
the State of Delaware, and I am expressing no opinion as the effect of the laws
of any other jurisdiction.

Based upon and subject to the foregoing and having regard for such legal
considerations as I have deemed relevant, it is my opinion that:

    1.   The Shares have been duly authorized; and

    2.   Upon the issuance and delivery of the Shares reserved for issuance as
         contemplated in the Registration Statement, such Shares will be legally
         and validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

Very truly yours,


/s/ Louis D. Mattielli            
----------------------------------
Louis D. Mattielli
Vice President, 
General Counsel and Secretary


