EXHIBIT 5
            [LETTERHEAD OF SANDERS, BARNET, GOLDMAN, SIMONS & MOSK]

                                  May 30, 2000



Trio-Tech International
355 Parkside Drive
San Fernando, California 91340

                    Re: Registration Statement on Form S-3
                        ----------------------------------

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 686,350 shares of the Company's
Common Stock, no par value (the "Shares"), of which 37,500 have been issued and
the remainder of which are issued or issuable pursuant to the exercise of
certain warrants and an option, pursuant to the Company's Registration Statement
on Form S-3 (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.




     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, the Shares which have been issued are validly issued,
fully paid and nonassessable, and, as to the Shares that are not yet issued,
when and to the extent such Shares are issued in accordance with the terms of
the applicable warrant or option, 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 this 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