Lucky Imaging combined with a low order adaptive optics system has given the highest resolution images ever taken in the visible or near infrared of faint astronomical objects. This paper describes a new instrument that has already been deployed on the WHT 4.2m telescope on La Palma, with particular emphasis on the optical design and the predicted system performance. A new design of low order wavefront sensor using photon counting CCD detectors and multi-plane curvature wavefront sensor will allow virtually full sky coverage with faint natural guide stars. With a 2 x 2 array of 1024 x 1024 photon counting EMCCDs, AOLI is the first of the new class of high sensitivity, near diffraction limited imaging systems giving higher resolution in the visible from the ground than hitherto been possible from space.
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