March 5, 2009

Dynasil Corporation of America
385 Cooper Road
West Berlin, NJ 08091

     RE:  Dynasil Corporation of America

Dear Sirs:

     I  have  rendered certain legal services to you with respect
to   your  filing  of  Post-Effective  Amendment  No.  2  to  the
Registration  Statement on Form S-8 (the  "Amendment")  with  the
Securities and Exchange Commission for the purpose of registering
under  the  Securities Act of 1933, as amended  (the  "Act"),  an
aggregate  of  1,500,000 shares of your common stock,  par  value
$0.0005  per  share  (the "Common Stock"),  that  may  be  issued
pursuant to your 1999 Incentive Stock Plan (the "Plan").

     This  will  advise  you  that in my  opinion  the  aggregate
1,500,000  shares of the Common Stock that may be issued  by  you
under  the  Plan, when issued pursuant to and in accordance  with
the terms, conditions and provisions of the Plan, will be legally
issued, fully paid and nonassessable.

     I consent to the filing of this opinion as an exhibit to the
Amendment.  Please  note, however, that in so  doing,  I  do  not
thereby admit or concede that I am within the category of persons
whose   consent  is  required  under  the  Act,  the  rules   and
regulations of the Securities and Exchange Commission  thereunder
or otherwise.

                              Very truly yours,

                              /s/ Gerald Chalphin

                              Gerald Chalphin

GC:mtf