May 24, 1996



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 registra-
tion statement ("Registration Statement") on Form S-8 being filed
by you ("Company") with the Securities and Exchange Commission on
May 24, 1996 relating to the registration for sale and issuance by
the Company, pursuant to the Securities Act of 1933, as amended, of
300,000 shares of the Common Stock, par value $05 per share, of the
Company, upon exercise of options to be issued pursuant to the
Richardson Electronics, Ltd. 1996 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, subject
to approval of the Plan by the stockholders of the Company at the
Annual Meeting scheduled to be held on October 1, 1996, that up to
300,000 shares of Common Stock, $.05 par value of the Company, when
sold and issued upon exercise of options 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