EXHIBIT 5

                          WEIL, GOTSHAL & MANGES LLP
                        100 Crescent Court, Suite 1300
                           Dallas, Texas 75201-6950
                                (214) 746-7700
                             (214) 746-7777 (fax)



                                 June 26, 1998


Berg Electronics Corp.
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105

Ladies and Gentlemen:

      We have acted as counsel to Berg Electronics Corp., a Delaware corporation
(the  "Company"),  in connection  with the preparation and filing by the Company
with the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 to be filed with the  Commission on or about June 26, 1998
(the  "Registration  Statement"),  under the Securities Act of 1933, as amended,
with  respect to the offer and sale by the Company of up to 977,713  shares (the
"Registered  Shares")  of the common  stock,  par value  $.01 per share,  of the
Company   issuable  from  time  to  time  under  the  Company's  1998  Incentive
Compensation Plan (the "Plan").

      In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction,  of the Registration Statement, the Plan, a form
of award  agreement to be utilized  under the Plan and such  corporate  records,
agreements, documents, and other instruments and such certificates or comparable
documents  of  public  officials  and of  officers  and  representatives  of the
Company, and have made such inquiries of such officers and  representatives,  as
we have deemed relevant and necessary as a basis for the opinion hereinafter set
forth.

      In such  examination,  we have assumed the  genuineness of all signatures,
the legal  capacity  of  natural  persons,  the  authenticity  of all  documents
submitted  to us as  originals,  the  conformity  to original  documents  of all
documents   submitted  to  us  as  certified  or  photostatic   copies  and  the
authenticity of the originals of such latter  documents.  As to all questions of
fact material to this opinion that have not been independently  established,  we
have relied upon certificates of officers and representatives of the Company.

      Based on the foregoing,  and subject to the qualifications  stated herein,
we are of the opinion that when (a) the purchase price for the Registered Shares
issuable under the Plan has been appropriately determined in accordance with the
terms of the Plan and the provisions of the



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General  Corporation  Law of the State of Delaware (the "DGCL")  (including  the
provisions  requiring the payment of consideration  having a value not less than
the par  value of such  shares);  (b) each  award  under  the Plan has been duly
authorized  in  accordance  with  the  terms  of the  Plan  and  the  applicable
provisions  of the DGCL and the  award  agreement  has been  duly  executed  and
delivered  by the  Company  and the  recipient  of  such  award;  and  (c)  such
Registered  Shares are issued and delivered in accordance  with the terms of the
Plan and the award  agreement,  such  Registered  Shares will be validly issued,
fully paid and nonassessable.

      The opinion expressed herein is limited to the corporate laws of the State
of Delaware and we express no opinion as to the effect on the matters covered by
this  letter of the  laws of any  other jurisdiction.  We hereby  consent to the
filing of this opinion as an exhibit to the Registration Statement.


                                    Very truly yours,




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