[LATHAM & WATKINS LETTERHEAD]               EXHIBIT 5.1
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                                 May 29, 1996



Datametrics Corporation
21135 Erwin Street
Woodland Hills, California  91367

          Re:  Form S-8 Registration Statement; 900,000 Shares of Common
               Stock, Par Value $.01 Per Share, of Datametrics Corporation
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Ladies and Gentlemen:

          In connection with the registration of 900,000 shares of common stock
of the Company, par value $.01 per share (the "Shares"), under the Securities
Act of 1933, as amended (the "Act"), by Datametrics Corporation, a Delaware
corporation (the "Company"), on a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission (the "Commission") on or about May
29, 1996 (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.

          In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and distribution of the
Shares, and for the purposes of this opinion, have assumed such proceedings will
be timely completed in the manner presently proposed.  In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.

          In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

          We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other laws, or as to any matters of
municipal law or the laws of any other local agencies within the state.

          Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.

 
          We consent to your filing this opinion as an exhibit to the
Registration Statement.

                    Very truly yours,

                    /s/ LATHAM & WATKINS