Exhibit 5.1
              EDWARDS ANGELL PALMER & DODGE LLP





September 29, 2010

Dynasil Corporation of America
44 Hunt Street
Watertown, Massachusetts  02472

Ladies and Gentlemen:

We are furnishing this opinion in connection with the
Registration Statement on Form S-8 (the "Registration
Statement") of Dynasil Corporation of America (the
"Company"), a Delaware corporation, to be filed on or about
the date hereof with the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Act of
1933, as amended.  The Registration Statement relates to
55,739 shares (the "Shares") of the Company's Common Stock,
$0.0005 par value per share, that may be offered from time to
time pursuant to the provisions of the Company's Amended and
Restated Employee Stock Purchase Plan (the "Plan").

We have acted as your counsel in connection with the
preparation of the Registration Statement and are familiar
with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and
sale of the Shares.  We have made such examination as we
consider necessary to render this opinion.

Based upon the foregoing, we are of the opinion that, when
issued in accordance with the terms of the Plan, the Shares
will be duly authorized, validly issued, fully paid and
nonassessable.

The opinion expressed above is limited to the Delaware
General Corporation Law, including applicable provisions of
the Delaware Constitution and reported judicial decisions
interpreting Delaware General Corporation Law, and the
federal laws of the United States.

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


Very truly yours,

/s/ Edwards Angell Palmer & Dodge LLP

Edwards Angell Palmer & Dodge LLP