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                              ______________, 1996



                                  [LETTERHEAD]





Board of Directors
Alpha Microsystems
2722 South Fairview Street
Santa Ana, California  92704

       Re:    Registration Statement on Form S-8 of Alpha Microsystems With
              Respect to 1993 Employee Stock Option Plan, 1996 Nonemployee
              Director Stock Compensation Plan and Employee Stock Purchase Plan

Gentlemen:

                 We have acted as counsel in connection with the registration
on Form S-8 under the Securities Act of 1933, as amended, of an aggregate of
825,000 shares of Common Stock, no par value (the "Shares"), of Alpha
Microsystems, a California corporation (the "Company").  375,000 of the Shares
are issuable upon the exercise of nonstatutory stock options and incentive
stock options granted under the Company's 1993 Employee Stock Option Plan, as
amended (collectively, the "Stock Option Plan"), 100,000 of the Shares are
issuable to nonemployee directors who elect to receive shares of common stock
of the Company in lieu of cash compensation paid for service on the Board of
Directors in accordance with the terms of the Company's 1996 Nonemployee
Director Stock Compensation Plan (the "Compensation Plan"), and 350,000 of the
Shares are issuable to certain eligible employees who elect to purchase shares
of common stock of the Company through payroll deductions in accordance with
the Company's Employee Stock Purchase Plan (the "Purchase Plan", and
collectively with the Stock Option Plan and the Compensation Plan, the
"Plans").




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                 We have examined originals or copies certified or otherwise
identified to our satisfaction as being true copies of such corporate records
of the Company and other documents as we have deemed necessary for the purpose
of this opinion.

                 On the basis of the foregoing, and in reliance thereon and
based on our consideration of such other matters of fact and questions of law
as we have deemed relevant in the circumstances, we are of the opinion that,
subject to compliance with applicable state securities and "Blue Sky" laws, the
Shares will be, when issued in accordance with the terms and conditions of the
respective Plan, validly issued, fully paid and non-assessable.

                 We consent to the use of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 covering the Shares.



                                            Very truly yours,




                                            /s/ ALLEN, MATKINS, LECK
                                                GAMBLE & MALLORY LLP

                                            ALLEN, MATKINS, LECK,
                                            GAMBLE & MALLORY LLP





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