EXHIBIT 5-1




                                       August 14, 1996


                                                                      03-020-018

Comarco, Inc.
22800 Savi Ranch Parkway, Suite 214
Yorba Linda, California  92687

Ladies and Gentlemen:

                    You have  requested  our  opinion  with  respect  to 125,000
shares of the  Common  Stock (the  "Shares")  of  Comarco,  Inc.,  a  California
corporation (the "Company"),  which Shares are to be issued upon the exercise of
stock options (the "Options") granted and to be granted pursuant to the terms of
the  Company's  Director  Stock  Option  Plan (the  "Plan").  The Shares are the
subject of a Registration Statement on Form S-8 (the "Registration  Statement"),
to which this opinion is attached as an exhibit, to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.

                    In rendering  this  opinion,  we have examined the Company's
Restated  Articles  of  Incorporation,  Bylaws,  the  Plan  and the  records  of
corporate   proceedings  taken  in  connection  with  the  Plan.  We  have  also
investigated  such questions of law for the purpose of rendering this opinion as
we have deemed necessary.

                    Based upon the  foregoing,  we are of the  opinion  that the
shares of Common  Stock,  when issued and paid for  pursuant to the  exercise of
options granted under the Plan, will be duly authorized,  validly issued,  fully
paid and non-assessable.

                    We hereby  consent to the use of this  opinion as an exhibit
to the Registration Statement.

                                       Very truly yours,



                                       RIORDAN & McKINZIE


117141.1