Docoh
Loading...

ESP Espey Manufacturing & Electronics

Filed: 14 Jan 08, 7:00pm

                                                                     Exhibit 5.1





                                January 15, 2008




Espey Mfg. & Electronics Corp.
233 Ballston Avenue
Saratoga Springs, New York  12866

         Re:    Registration Statement on Form S-8
                ----------------------------------

Dear Ladies and Gentlemen:

         We have acted as counsel to Espey Mfg. & Electronics Corp. (the
"Company") in connection with Registration Statement on Form S-8 (the
"Registration Statement"), to be filed by you with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to shares of
the common stock, par value $.33 1/3 per share (the "Common Stock") of the
Company that may be issued by the Company under the 2007 Stock Option and
Restricted Stock Plan (the "2007 Plan").

         Based upon our examination of such documents and proceedings as we have
deemed necessary and pertinent, we are of the opinion that:

         1. The Company is a corporation organized and existing under the laws
of the State of New York;

         2. The 2007 Plan has been duly authorized and approved by the Board of
Directors and the stockholders of the Company;

         3. The shares of Common Stock reserved by the Board of Directors of the
Company for issuance upon the exercise of stock options granted under the 2007
Plan have been duly authorized;

         4. When the shares of Common Stock are issued upon the due exercise of
stock options granted in accordance with the 2007 Plan against payment for the
shares, such shares of Common Stock will be duly and validly issued and
outstanding and will be fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /S/ GIBBONS P.C.

                                            GIBBONS P.C.