January 11, 2001
Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C. 20549
Re: Aeroflex Incorporated
Registration Statement on Form S-3
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Gentlemen:
Reference is made to the filing by Aeroflex Incorporated (the "Company") of
a Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the provisions of the Securities
Act of 1933, as amended, covering the registration of 550,000 shares of Common
Stock of the Company, par value $.10 per share (the "Common Stock").
As counsel for the Company, we have examined its corporate records,
including its Certificate of Incorporation, By-Laws, its corporate minutes, the
form of its Common Stock certificate and such other documents as we have deemed
necessary or relevant under the circumstances.
Based upon our examination, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws of the
State of Delaware.
2. The shares of Common Stock subject to the Registration Statement have
been duly authorized and, when issued will be legally issued, fully paid and
non-assessable.
We hereby consent to be named in the Registration Statement and in the
prospectus which constitutes a part thereof as counsel to the Company, and we
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Blau, Kramer, Wactlar
& Lieberman, P.C.
BLAU, KRAMER, WACTLAR
& LIEBERMAN, P.C.
