Exhibit 5


                                                 September 26, 2006


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

          Re:  Aeroflex Incorporated
               Registration Statement on Form S-8
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Gentlemen:

     Reference   is  made  to  the   filing  by   Aeroflex   Incorporated   (the
"Corporation")  of a Registration  Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933, as
amended,  covering  the  registration  of 10,000  shares (the  "Shares")  of the
Corporation's common stock, $.10 par value per share (the "Common Stock"), to be
issued in connection  with the  employment  agreement,  dated  November 9, 2005,
between the Corporation and John Adamovich, Jr. The Shares are restricted shares
that vest to the extent of fifty  percent  (50%) on each of November 9, 2006 and
2007, subject to the terms of the employment agreement.

     As counsel for the  Corporation,  we have examined its  corporate  records,
including its Certificate of Incorporation,  as amended,  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 the Shares,  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 of the Corporation,  and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                        Very truly yours,

                                        /s/ Kramer, Coleman & Wactlar, P.C.

                                        KRAMER, COLEMAN &
                                        WACTLAR, P.C.