<PAGE>
EXHIBIT 5.1
Gardner, Carton & Douglas
321 North Clark Street, Suite 3400
Chicago, Illinois 60610
December 20, 2000
Andrew Corporation
10500 West 153rd Street
Orland Park, Illinois 60462
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Andrew Corporation, a Delaware corporation
(the "Corporation"), in connection with the filing of a Registration Statement
on Form S-8 by the Corporation under the Securities Act of 1933, as amended (the
"Registration Statement"), which Registration Statement registers (i) 1,839,200
shares of Common Stock, par value $0.01 per share (the "Common Stock"), reserved
for issuance pursuant to awards issuable to eligible employees of the
Corporation pursuant to Andrew Corporation Management Incentive Plan (the
"Plan") and (ii) 2,160,800 shares of Common Stock reserved for issuance pursuant
to currently outstanding awards granted to employees of the Corporation pursuant
to the Plan. In that capacity, we have reviewed the Certificate of Incorporation
and By-laws of the Corporation, both as amended to date, the Registration
Statement, the Plan, the originals or copies of corporate records reflecting the
corporate action taken by the Corporation in connection with the approval of the
Plan and the issuance of the Common Stock under the Plan and such other
instruments as we have deemed necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock
to be offered under the Plan has been duly authorized by all requisite action on
the part of the Corporation and, when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ GARDNER, CARTON & DOUGLAS
GARDNER, CARTON & DOUGLAS
