Exhibit 5

RICHARDSON & PATEL LLP

A Law Corporation

10900 Wilshire Boulevard

Suite 500

Los Angeles, California 90024

Telephone (310) 208-1182

Facsimile (310) 208-1154

January 26, 2007

QPC Lasers, Inc.

15632 Roxford Street

Sylmar, California 91342

Re: Registration of Form SB-2

Ladies and Gentlemen:

We have acted as counsel to QPC Lasers, Inc. (the "Company") in connection with the registration with the Securities and Exchange Commission on Form SB-2 of 22,051,083 shares of the Company's Common Stock, par value $0.001 (the "Shares"), 12,172,397 of which have been issued to certain selling shareholders, 8,456,464 of which may be issued to certain selling shareholders upon the exercise of certain warrants and 1,422,222 of which may be issued to certain selling shareholders upon the conversion of certain debentures. In connection with this registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and the issuance (or the proposed issuance) of the Shares, the Company's Articles of Incorporation and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to render the following opinion.

Based upon that review, it is our opinion that the Shares now issued, as well as the Shares that may be issued upon exercise of the warrants, will be legally issued, fully paid, and nonassessable.

We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares.

We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares and to the reference to our firm under the heading "Experts" in the registration statement.

Very truly yours,

RICHARDSON & PATEL LLP

By: /s/ Nimish Patel

Nimish Patel, Esq.