EXHIBIT 5 & 23.2

                         SCHOEMAN, UPDIKE & KAUFMAN, LLP
                               60 East 42nd Street
                             New York, NY 10165-0006




                                                           Date:  June 10, 2004




Securities and Exchange Commission
Washington, D.C.   20549



Re:Vicon Industries, Inc.

Dear Sirs:

     We are acting as counsel to Vicon  Industries,  Inc. (the  "Registrant") in
connection with the preparation of its  registration  statement on Form S-8 (the
"Registration  Statement") registering 400,000 shares of the Registrant's Common
Stock,  par value $.01 per share,  issuable  pursuant to the  Registrant's  2002
Incentive Stock Option Plan and 2002 Non-Qualified Stock Option Plan.

     We have  examined  such  Plans  and  such  other  documents  as we  believe
necessary or appropriate for us to render the opinion set forth below.

     We  are of the  opinion  that  400,000  shares  when  issued  and  sold  in
accordance   with  such   Plans  will  be   legally   issued,   fully  paid  and
non-assessable.

     We consent to the inclusion of this opinion in the  Registration  Statement
as exhibit thereto.

                                          Very truly yours,



                                          /s/ Schoeman, Updike & Kaufman, LLP
                                          -----------------------------------
                                              Schoeman, Updike & Kaufman, LLP