S-8

As filed with the Securities and Exchange Commission on November 18, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RICHARDSON ELECTRONICS, LTD.

(Exact name of issuer as specified in its charter)

Delaware	36-2096643
(State of Incorporation)	(I.R.S. Employer Identification No.)

40W267 Keslinger Road, LaFox, Illinois 60147

630/208-2200 (Telephone)

630/208-2950 (Fax)

(Address of Principal Executive Offices, including Zip Code and telephone number)

RICHARDSON ELECTRONICS, LTD.

2006 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

(Full title of the plan)

William G. Seils

Senior Vice President, Secretary and General Counsel

Richardson Electronics, Ltd.

40W267 Keslinger Road

LaFox, Illinois 60147

(630) 208-2370

(Name, address and telephone number, including area code of agent for service)

Calculation of Registration Fee

Title of Securities Being Registered	Amount Being Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregated Offering Price		Amount Of Registration Fee
Common Stock $.05 Par Value Shares	400,000	$	8.37	$	3,348,000	$	394.06

(1) Pursuant to Rule 416 of Securities Act of 1933, the Registration Statement also includes an indeterminable number of additional shares of Common Stock that may become issuable as a result of terminated, expired or surrendered options for Common Stock, or pursuant to the antidilution adjustment provisions of the Plan.

(2) Estimated solely for purposes of calculating the registration fee under Rule 457(h), based upon the average of the high and low prices of the registrant’s Common Stock as reported by the NASDAQ National Market System as of November 16, 2005.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents By Reference

Richardson Electronics, Ltd. (the “Company”) hereby incorporates into this Registration Statement by reference the following documents filed with the Commission:

(a) The Company’s Annual Report on Form 10-K filed on August 26, 2005 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Securities Exchange Act”) for the fiscal year ended May 28, 2005 (Commission File No. 000-12906);

(b) The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 3, 2005 filed on October 13, 2005 (Commission File No. 000-12906);

(c) The Company’s Current report on Form 8-K filed on October 12, 2005 (Commission File No. 000-12906;

(d) The Company’s Current Report on Form 8-K filed on October 14, 2005 (Commission File No. 000-12906);

(e) The Company’s Current Report on Form 8-K filed on October 19, 2005 (Commission File No. 000-12906)

(f) The Company’s Form 10-K/A (Amendment No. 1) filed on November 18, 2005 amending the Company’s Annual Report on Form 10-K pursuant to Section 13(a) of the Securities Exchange Act for the fiscal year ended May 28, 2005 (Commission File No. 000-12906);

(g) The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A dated October 18, 1984, as updated by the description contained in Company’s Current Report on Form 8-K filed on May 27, 2004 (Commission File No. 000-12906), and by any other amendment or report filed for the purpose of updating such description.

All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents except that portion of any Current Report on Form 8-K furnished pursuant to Item 9 or Item 12 thereof, or any successor or other applicable item, shall not be incorporated by reference therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

William G. Seils, Senior Vice President, Secretary and General Counsel of the Company assisted in the preparation of this Prospectus and the Registration Statement, has given an opinion on the validity of the securities covered thereby. Mr. Seils is paid a salary and bonus by the Company, participates in certain of the Company’s employee benefit plans and owns shares of common stock and options to acquire shares of common stock.

Item 6. Indemnification of Directors and Officers.

The Delaware General Corporation Law permits the indemnification by a Delaware corporation of its directors, officers, employees, and other agents against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and requires

court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.

Section 145 of the Delaware General Corporation Law also provides that the rights conferred thereby are not exclusive of any other right to which any person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, and permits a corporation to advance expenses to or on behalf of a person entitled to be indemnified upon receipt of an undertaking to repay the amounts advanced if it is determined that the person is not entitled to be indemnified.

The Company’s certificate of incorporation provides that to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify, advance payment of expenses on behalf of and purchase and maintain insurance against liability on behalf of all persons for whom it may take each such respective action pursuant to such Section. The certificate of incorporation also provides that no director will be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director to the full extent authorized or permitted by Delaware law. A director, however, will be liable to the extent provided by applicable law for:

1. any breach of the director’s duty of loyalty to the Company or its stockholders;

2. acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

3. violations of Section 174 of the Delaware General Corporation Law; or

4. any transaction from which the director derived an improper personal benefit.

Article VII of the Company’s by-laws contains additional provisions regarding indemnification.

The Company maintains a liability insurance policy for its directors and officers and for the Company providing coverage of claims in excess of certain minimum retained limits.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits to the Registration Statement are listed in the Exhibit Index elsewhere herein and are incorporated by reference herein (except as noted in Item 3).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling persons of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of LaFox and the State of Illinois on the 18th day of November, 2005.

RICHARDSON ELECTRONICS, LTD.
By:	/s/ Edward J. Richardson
	Edward J. Richardson
	Chairman of the Board,
	and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

By his signature, each of the following persons constitutes and appoints each of Edward J. Richardson and William G. Seils as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all documents which said attorney-in-fact and agent may deem necessary or advisable to enable Richardson Electronics, Ltd. to comply with the Securities Act of 1933, as amended, and the rules, regulations and requirements of the Securities Exchange Commission in connection with the registration under said Act of Shares of Common Stock, $.05 par value, to be offered or sold by said corporation pursuant to its 2006 Stock Option Plan for Non-Employee Directors, including but not limited to a Registration Statement and any and all amendments including post-effective amendments to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/s/ Edward J. Richardson Edward J. Richardson	Chairman of the Board, Chief Executive Officer And Director (Principal Executive Officer)	November 18, 2005
/s/ Bruce W. Johnson Bruce W. Johnson	President, Chief Operating Officer and Director	November 18, 2005
/s/ Arnold R. Allen Arnold R. Allen	Director	November 18, 2005
/s/ Jacques Bouyer Jacques Bouyer	Director	November 18, 2005
/s/ Scott Hodes Scott Hodes	Director	November 18, 2005
/s/ Ad Ketelaars Ad Ketelaars	Director	November 18, 2005
/s/ John R. Peterson John R. Peterson	Director	November 18, 2005
/s/ Harold L. Purkey Harold L. Purkey	Director	November 18, 2005
/s/ Samuel Rubinovitz Samuel Rubinovitz	Director	November 18, 2005

EXHIBIT INDEX

3.1	Restated Certificate of Incorporation of Richardson Electronics, Ltd., as amended, incorporated by reference to Appendix B to the Proxy Statement/Prospectus dated November 13, 1986, which is included in the Company’s Registration Statement on Form S-4 (Commission File No. 33-8696).
3.2	By-Laws of Richardson Electronics, Ltd., as amended, incorporated by reference to Exhibit 3(b) to the Company’s Annual Report on Form 10-K, dated May 31, 1997 (Commission File No. 00-12906).
4.1	Copy of the Richardson Electronics, Ltd. 2006 Stock Option Plan for Non-Employee Directors
5.1	Opinion of William G. Seils, Esq.
23.1	Consent of KPMG LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of William G. Seils, Esq. (included in Exhibit 5.1)
24.1	Power of Attorney (included in signature page)

EX-4.1

Exhibit 4.1

RICHARDSON ELECTRONICS, LTD.

2006 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

Article I

Purpose

The purpose of the 2006 Stock Option Plan for Non-Employee Directors (the “Plan”) of Richardson Electronics, Ltd. (the “Company”) is to promote the long-term interests of the Company by attracting and retaining qualified and experienced persons for service as non-employee directors of the Company and by providing additional incentive for such directors to work for the success and growth of the Company.

Article II

Definitions

When used herein, the following terms shall have the meaning set forth below:

2.1 “Board” means the Board of Directors of the Company.

2.2 “Change in Control” means the earliest of:

(a) The acquisition after August 1, 1989 of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, by any entity, person, or group, of shares of the outstanding capital stock of the Company entitled to vote for the election of directors (“voting stock”) representing more than 50% of the aggregate votes entitled to be cast in the election of directors;

(b) The commencement by any entity, person, or group (other than the Company or a Subsidiary or Edward J. Richardson) of a tender offer or an exchange offer for shares of the outstanding voting stock of the Company representing more than 50% of the aggregate votes entitled to be cast in the election of directors.

(c) The effective time of (i) a merger or consolidation of the Company with one or more other corporations as a result of which the holders of the outstanding voting stock of the Company immediately prior to such merger or consolidation (other than those who are affiliates of any such other corporation) hold less than 50% of the voting stock of the surviving or resulting corporation, or (ii) a transfer of substantially all of the property of the Company other than to an entity of which the Company owns at least 50% of the voting stock; or

(d) The election to the Board, without the recommendation or approval of the incumbent Board, of the lesser of (i) three directors or (ii) directors constituting a majority of the number of directors of the Company then in office.

2.3 “Code” means the Internal Revenue Code of 1986, as amended, in effect at the time of reference, or any successor revenue code which may hereafter be adopted in lieu thereof, and references to the specific provisions of the Code shall refer to the corresponding provisions of the Code as it may hereafter be amended or replaced.

2.4 “Company” means Richardson Electronics, Ltd., a Delaware corporation, or its successor.

2.5 “Disability” means the disability of an individual within the meaning of Section 105(d)(4) of the Code.

2.6 “Fair Market Value” means, with respect to the Company’s Shares, the last sale price of the Shares on the date on which the value is to be determined, as reported by NASDAQ National Market System or such other source of quotations for or reports of trading activity in Shares as the Board may from time to time select. If no trades in Shares occurred on the relevant date, the mean between the closing bid and asked quotations for Shares as reflected by NASDAQ National Market System or such other source of quotations at the close of the market on such date shall be deemed to be the fair market value; provided, however, that if no sales or quotations are reported on the relevant date, then Fair Market Value determined as provided above on the next succeeding day or which a sale or quotation is reported shall be deemed to be the fair market value on the relevant date.

2.7 “Non-Employee Director” means a director of the Company who is not an officer or employee of the Company or any of its Subsidiaries. A “Non-Employee Director” may include any director of the Company who also serves as a consultant to the Company or any of its Subsidiaries.

2.8 “Non-Qualified Stock Option” means an option not entitled to special tax treatment under Section 422 of the Code.

2.9 “Option” means an option to purchase Shares granted under this Plan whether under 6.2 or 6.3. “First Option” means an Option granted under 6.2 and “Additional Option” means an Option granted under 6.3.

2.10 “Optionee” means a person to whom an Option is granted.

2.11 “Plan” means the Company’s 2006 Stock Option Plan for Non-Employee Directors contained herein, and as it may be amended from time to time.

2.12 “Retirement” means the voluntary retirement of a Non-Employee Director of the Company at or after age 70 with not less than ten (10) consecutive years of service as a director of the Company or with approval of the Board.

2.13 “Shares” means the shares of the Company’s Common Stock $.05 par value.

2.14 “Subsidiary” means any corporation that at the time qualifies as a subsidiary of the Company under the definition of “subsidiary corporation” contained in Section 424(f) of the Code.

Article III

Administration of the Plan

The Plan shall be administered by the Board. The Board shall have the sole responsibility for construing and interpreting the Plan, for establishing and amending such rules and regulations as it deems necessary or desirable for the proper administration of the Plan, and for resolving all questions arising under the Plan.

Any decision or action taken by the Board arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and regulations shall, to the extent permitted by law, be within its absolute discretion, except as otherwise specifically provided herein, and shall be conclusive and binding upon all Optionees and any other person, whether that person is claiming under or through any Optionee or otherwise. No member of the Board shall be liable for any action taken or determination made in good faith with respect to the Plan.

Article IV

Eligibility

All Non-Employee Directors of the Company shall be eligible to participate in the Plan.

Article V

Shares Subject to the Plan

The total number of Shares which are available for granting options under the Plan shall be 400,000 (subject to adjustment as provided in this Section 5 and in Section 12) and such number of Shares are reserved for issuance upon the exercise of Options. The Shares issued upon exercise of an Option shall be made available, in the discretion of the Board, either from authorized but unissued Shares or from any outstanding Shares which have been reacquired by the Company. In the event that any Option terminates for any reason, without having been exercised in full, the unpurchased Shares subject to that Option shall once again become available for the granting of Options.

Article VI

Granting of Options

6.1 All grants of Options under the Plan shall be automatic and non-discretionary, and subject to the terms and conditions provided in this Section 6 and elsewhere in the Plan. All Options granted under the Plan shall be Non-Qualified Stock Options.

6.2 Subject to the provisions of the Plan, each Non-Employee Director who is elected or appointed to the Board for the first time after on or after October 18, 2005 shall be granted a First Option to purchase 25,000 Shares (subject to adjustment as provided in Section 12) on the date such director first takes office.

6.3 Subject to the provisions of the Plan, each Non-Employee Director who is in office on each October 30 hereafter which is on or after the fifth anniversary or his or her election as a director of the Company shall, on each such October 30, shall be granted an Additional Option to purchase 5,000 Shares (subject to adjustment as provided in Section 12).

6.4 The purchase price of each Share that may be purchased upon exercise of an Option shall be the Fair Market Value of the Share on the date the Option is granted.

6.5 Each First Option shall vest and be exercisable over a five (5) year period from its

respective date of grant. Twenty percent (20%) of the total Shares covered by the First Option shall become exercisable on the first anniversary of the date of grant of the First Option and an additional twenty percent (20%) shall become exercisable on each subsequent anniversary of the date of grant of the First Option.

6.6 Each Additional Option shall be fully vested and exercisable on the later of the date of approval of this Plan by the stockholders of the Company or its grant date.

Article VII

Termination of Directorship

7.1 The Option of any Optionee whose status as a director of the Company shall terminate because of death or Disability may be exercised, to the extent exercisable on the date of death or Disability, at any time within one year after the date of such termination or prior to the date on which the Option expires by its terms, whichever is earlier. Any such exercise shall be made (i) in the case of the death of the Optionee, by the executor or administrator of the estate of the deceased Optionee or person or persons to whom the deceased Optionee’s rights under the option shall pass by will or by the laws of descent and distribution, and (ii) in the case of the Disability of the Optionee, by the Optionee or by the Optionee’s guardian or legal representative.

7.2 The Option of any Optionee whose status as a director shall terminate because of Retirement, or removal from the Board within one year after a Change of Control, shall become fully exercisable with respect to all Shares covered thereby and not previously purchased upon exercise of the Option, and shall remain fully exercisable until the Option expires by its terms.

7.3 The Option of any Optionee whose status as a director shall terminate for any reason other than as specified in Sections 7.1 and 7.2 herein may be exercised, to the extent exercisable on the date of such termination, within three months after the date of such termination or prior to the date on which the Option expires by its terms, whichever is earlier.

7.4 In the event of the death or Disability of an Optionee during the period after a termination of his directorship but prior to the expiration of the right to exercise the Option in a situation governed by Section 7.2 or 7.3, or in the event of an Optionee’s death after becoming Disabled but prior to the expiration of the right to exercise the Option in a situation governed by Section 7.1, then in such event, (i) in the case of death of the Optionee the executor or administrator of the estate of the deceased Optionee, or person or persons to whom the Optionee’s rights under the Option shall pass by will or the laws of descent and distribution, and (ii) in the case of Disability of the Optionee, by Optionee or the Optionee’s legal guardian or legal representative, shall have the right to exercise the Option before the date that the right to exercise the Option would otherwise have expired, but only as to the number of Shares as to which such Option was exercisable on the date of death or Disability.

In any such event, unless so exercised within the period as aforesaid the Option shall terminate at the expiration of the said period.

Article VIII

Non-Transferability of Options

Each Option granted under the Plan shall not be transferable otherwise than by will or by the laws of descent and distribution, and shall be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative.

Article IX

Terms of Options

Options shall expire ten (10) years and one month from the date of the granting thereof, but shall be subject to earlier termination as provided in Section 7. Options shall be evidenced by written agreements containing such terms and conditions, consistent with the provisions of this Plan. Each agreement shall comply with and shall be subject to the terms and conditions of the Plan and shall conclusively evidence, by the Non-Employee Director’s signature thereon, that it is the intent of the Non-Employee Director to continue to serve as a director of the Company for the remainder of his or her term during which the Option was granted.

Article X

Exercise of Options

An Option may be exercised by delivery of a written notice signed by the person (or persons) exercising the Option (and in the event the Option is being exercised by any person other than the Optionee, shall be accompanied by proof, satisfactory to counsel for the Company, of the rights of such person to exercise the Option), specifying the number of Shares with respect to which the Option is being exercised, and shall be accompanied by payment in full of the purchase price of any Shares to be purchased, in the form of either (i) a cashier’s or certified check, (ii) in the discretion of the Board, the tender to the Company of Shares already owned by the Optionee for a period of at least six months as of the date of tender having a Fair Market Value equal to the purchase price, or (iii) in the discretion of the Board, a combination of the forms described in (i) and (ii). No Shares shall be issued upon exercise of an Option until full payment has been made therefor. Shares issued upon exercise of an Option shall be issued only in the name of the Optionee or in the event of his or her death his or her estate or the person or persons to whom the Optionee’s rights pass. The date of exercise of an Option shall be the date the Notice shall have been delivered to the Secretary of the Company together with payment of the exercise price for the Shares being purchased, but the exercise of an Option shall not be effective until the person (or persons) exercising the Option shall have complied with all the provisions of the Option Agreement governing the exercise of the Option and with all applicable securities, tax and other laws. The Company shall deliver certificates for the Shares for which the Option is exercised as soon as practicable after receipt of the Notice and the Payment. An Option may not be exercised for fewer than one hundred (100) Shares at any one time unless the number purchased is the total number of Shares for which the Option may be exercised at that time. The Company may make appropriate arrangements with a broker or other institution to receive sale or loan proceeds in the amount of the exercise price upon delivery of an irrevocable exercise notice and instructions to promptly deliver the sale or loan proceeds in the amount of the exercise price or similar arrangements satisfactory to the Company. The delivery of such notice and instructions or compliance with similar arrangements approved by the Company shall be deemed conditional payment of the purchase price authorizing delivery of the shares by the Company

Article XI

Listing and Registration of Shares; Contracts

The obligation of the Company to sell and deliver the Shares pursuant to the exercise of Options granted under this Plan shall be subject to all applicable laws, regulations, rules and approvals.

Each Option shall be subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the Shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issuance or purchase of Shares thereunder, such Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. Notwithstanding the foregoing, the Company shall have no obligation to cause any Shares to be registered or qualified under any federal or state law or listed on any stock exchange or admitted to any national market system or included in any interdealer quotation system. Each Option shall also be subject to the condition that the Company shall not be obligated to issue or transfer its Shares to the Optionee thereof on its exercise, if the Board determines that such issuance or transfer would violate any covenant in any loan agreement or other contract to which the Company is a party.

Article XII

Adjustment for Changes in Capitalization

12.1 If there is any change in the number of Shares through the declaration of stock dividends or through a recapitalization which results in stock splits or reverse stock splits, the Board shall make corresponding adjustments to the number of Shares available for Options, the number of Shares covered by Options to be granted, the number of Shares covered by outstanding Options, and the price per Share of such outstanding Options in order to appropriately reflect any increase or decrease in the number of issued Shares; provided, however, that any fractional Shares resulting from such adjustment shall be eliminated. Any determination made by the Board relating to such adjustments shall be final, binding, and conclusive.

12.2 In the event of a change in the Shares, as constituted as of the date of this Plan, which is limited to a change of all of its authorized Shares with par value into the same number of shares of Common Stock with a different par value or without par value, the shares of Common Stock resulting from any such change shall be deemed to be the Shares within the meaning of the Plan.

12.3 If changes in capitalization other than those considered above shall occur, the Board may make such adjustment in the number of class of shares as to which Options may thereafter be granted, and in the number and class of shares remaining subject to Options then outstanding and the price per Share of such Options as the Board in its discretion may consider appropriate, and all such adjustments, if any, shall be conclusive upon all persons.

12.4 Except as hereinbefore expressly provided in this Section 12, an Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to the number or price of Shares subject to the Option. The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell or transfer all or part of its business or assets.

Article XIII

Taxes

The Company shall make such provisions in the written option agreements as it shall deem necessary or desirable to pay or withhold the amount of any tax attributable to any amounts payable under any option.

Article XIV

Limitation of Rights

14.1 Neither the Plan, nor the granting of an Option nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director for any period of time, or at any particular rate of compensation.

14.2 An Optionee shall have no rights as a stockholder with respect to the Shares covered by options until the date of the issuance of a stock certificate upon exercise thereof, and no provision will be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

Article XV

Other Actions

Nothing in the Plan shall be construed to limit the authority of the Company to exercise its corporate rights and powers, including, by way of illustration and not by way of limitation, the right to grant options for proper corporate purposes otherwise than under the Plan to any employee or any other person, firm, corporation, association or other entity, or to grant options to, or assume options of, any person in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of all or any part of the business and assets of any person, firm, corporation, association or other entity.

Article XVI

Effective Date of the Plan

The Plan shall become effective on October 18, 2005, subject to approval by the Company’s stockholders at the 2005 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of Stockholders. Options granted hereunder shall not be exercisable prior to such stockholder approval. Unless earlier terminated by the Board, the Plan shall terminate on October 30, 2015. No Option shall be granted under the Plan after such date. Termination of the Plan, however, shall not affect the rights of Optionees under Options previously granted to them, and all unexpired Options shall continue in force and operation after termination of the Plan until they lapse, expire or terminate as provided herein.

Article XVII

Termination and Amendment of the Plan

The Board may at any time terminate, suspend or amend the Plan, except that the Board shall not, without the approval of the Company’s stockholders, effect any change (other than through adjustment for changes as provided in Section 12 above or except to conform the Plan and the offerings thereunder to changes in the Code or governing law) which:

17.1 increases the aggregate number of Shares for which Options may be granted;

17.2 materially modifies the requirements as to eligibility for participation in the Plan;

17.3 lengthens the maximum period during which an Option may be exercised; or

17.4 extends the period of time during which Options may be granted.

17.5 reduces the purchase price of Shares from that provided in 6.3 above.

No termination or amendment of the Plan shall adversely affect any right acquired by any Optionee under an option granted before the date of such termination or amendment, unless such Optionee shall consent; but it shall be conclusively presumed that any adjustment for changes as provided in Section 12 above does not adversely affect any such right.

Article XVIII

Application of Funds

Any proceeds received by the Company as a result of the exercise of Options granted under the Plan may be used for any valid corporate purpose.

EX-5.1

Exhibit 5.1

November 18, 2005

The Board of Directors of

Richardson Electronics, Ltd.

40W267 Keslinger Road

LaFox, IL 60147

Gentlemen:

This opinion is delivered to you in connection with the registration statement (“Registration Statement”) on Form S-8 being filed by you (“Company”) with the Securities and Exchange Commission November 18, 2005 relating to the registration for sale and issuance by the Company, pursuant to the Securities Act of 1933, as amended, of 400,000 shares of the Common Stock, par value $05 per share, of the Company, to be issued pursuant to the Richardson Electronics, Ltd. 2006 Stock Option Plan for Non-employee Directors (the “Plan”).

I have examined the Company’s restated certificate of incorporation and by-laws, as amended, the Registration Statement, the Plan, the records of corporate proceedings adopting the Plan and such other instruments and documents as I deemed material to this opinion.

Based upon the foregoing examination, I am of the opinion, that 400,000 shares of Common Stock, $.05 par value of the Company, when issued in accordance with their terms and the terms and provisions of the Plan, will be legally issued, fully paid and non-assessable.

I hereby consent to the reference to me under the caption “Interest of Named Experts and Counsel” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ William G. Seils

William G. Seils

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the registration statement on Form S-8 of Richardson Electronics, Ltd. of our reports dated August 26, 2005, with respect to the consolidated balance sheets of Richardson Electronics, Ltd. as of May 28, 2005 and May 29, 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the two-year period ended May 28, 2005, management’s assessment of the effectiveness of internal control over financial reporting as of May 28, 2005 and the effectiveness of internal control over financial reporting as of May 28, 2005, which reports appear in the May 28, 2005 annual report on Form 10-K/A of Richardson Electronics, Ltd.

Our report dated August 26, 2005, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of May 28, 2005, expresses our opinion that Richardson Electronics, Ltd. and subsidiaries did not maintain effective internal control over financial reporting as of May 28, 2005 because of the effects of material weaknesses on the achievement of the objectives of the control criteria and contains explanatory paragraphs that state the following material weaknesses were identified: deficiencies in the Company’s control environment; inadequate controls associated with the accounting for income taxes; inadequate financial statement preparation and review procedures; and deficiency related to the application of accounting literature.

Our report on the consolidated financial statements refers to a change in accounting from the last-in, first-out method to the first-in, first-out method of valuing inventories as of June 1, 2003.

/s/ KPMG LLP

Chicago, Illinois

November 18, 2005

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Richardson Electronics, Ltd. 2006 Stock Option Plan for Non-Employee Directors of our report dated July 2, 2003, with respect to the consolidated financial statements and schedule of Richardson Electronics, Ltd. for the year ended May 31, 2003 included or incorporated by reference in its Annual Report on form 10-K for the year ended May 28, 2005.

Ernst & Young LLP

November 18, 2005