October 27, 1998



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 
October 28, 1998 relating to the registration for sale and issuance
by the Company, pursuant to the Securities Act of 1933, as amended,
of 800,000 shares of the Common Stock, par value $05 per share, of
the Company, upon exercise of options and/or stock awards to be
issued pursuant to the Richardson Electronics, Ltd. Employees 1998
Incentive Compensation Plan (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 up
to 800,000 shares of Common Stock, $.05 par value of the Company,
when sold and issued upon grants of stock awards or 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,



                              William G. Seils