CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Optex
Systems Holdings, Inc.
1420
Presidential Drive
Richardson,
Texas 75081
We hereby
consent to the use in the Registration Statement on Form S-1/A of our report
dated January 11, 2010, relating to the financial statements of Optex Systems
Holdings, Inc. which is contained in that Registration Statement. We
also consent to the reference to us under the caption, “Experts”, in this
Registration Statement.
EFP
Rotenberg, LLP
Rochester,
New York
September
3, 2010
LETTER
FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
U.S.
Securities and Exchange Commission
100 F
Street, NE
Washington,
DC 20549-6010
We are the predecessor independent
registered public accounting firm for Optex Systems Holdings, Inc. (the
Company). We have read the Company's disclosure set forth under the
heading, "Experts", of the Company's Amendment No. 6 to the Registration
Statement on Form S-1/A and are in agreement with the disclosure insofar as if
pertains to our firm.
Rochester,
New York
September
3, 2010