January 11, 2001


Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C.  20549

     Re:  Aeroflex Incorporated
          Registration Statement on Form S-3
          ----------------------------------
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.