<PAGE>
[LETTERHEAD OF SANDERS, BARNET, GOLDMAN, SIMONS & MOSK]
June 23, 2000
Trio-Tech International
355 Parkside Drive
San Fernando, California 91340
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have assisted Trio-Tech International, a California corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of 515,813 shares of the Company's
Common Stock, no par value (the "Shares"), issuable under the Company's 1998
Stock Option Plan, Directors Stock Option Plan, The Trio Tech 1989 Stock Option
Plan and various individual written stock options (collectively, the "Plans"),
pursuant to the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission").
In rendering the opinions hereinafter expressed, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction as being true
reproductions of originals, of all such documents, records, agreements and other
instruments, including the Registration Statement, as we have deemed necessary
and appropriate for the purpose of this opinion.
Without limiting the generality of the foregoing, in our examination, we
have assumed without independent verification that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document,
and agreement to which such party is a signatory, (ii) each natural person
executing any such instrument, document, or agreement is legally competent to do
so, (iii) all documents submitted to us as originals are authentic, the
signatures on all documents that we examined are genuine, and all documents
submitted to us as certified, conformed, photostatic or facsimile copies conform
to the original document, and (iv) all corporate records made available to us by
the Company are accurate and complete.
<PAGE>
Based upon the foregoing, and having regard to legal considerations and
other information that we deem relevant, we are of the opinion that the Shares
have been duly authorized and, when and to the extent Shares are issued and sold
in accordance with the applicable Plan, such Shares will be validly issued,
fully paid and non-assessable.
We express no opinion herein as to the laws of any state or jurisdiction
other that the laws of the State of California and the federal laws of the
United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm therein. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
SANDERS, BARNET, GOLDMAN, SIMONS & MOSK,
A Professional Corporation
By: /s/ Deborah L. Gunny
--------------------------------------
Deborah L. Gunny
DLG/tbm
