EXHIBIT 5.1

                               November 12, 1996

MagneTek, Inc.
26 Century Boulevard
Nashville, Tennessee  37229

          Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     I have examined the Registration Statement on Form S-3 (the 
"Registration Statement") proposed to be filed by MagneTek, Inc., a Delaware 
corporation (the "Company"), with the Securities and Exchange Commission on 
or about November 12, 1996, in connection with the registration under the 
Securities Act of 1933, as amended, of the shares (the "Shares") of the 
Common Stock, par value $.01 per share, of the Company subject to the 
Registration Statement.

     For the purposes of the opinion set forth below, I have examined the 
proceedings heretofore taken and am familiar with the procedures proposed to 
be taken by the Company in connection with the authorization, issuance and 
sale of the Shares.  In addition, I have examined such corporate records of 
the Company and certificates of officers of the Company and of public 
officials and such other documents as I have deemed relevant and necessary as 
the basis for the opinion set forth below.  In such examination, I have 
assumed the genuineness of all signatures, the authenticity of all documents 
submitted to me as originals, the conformity to original documents of all 
documents submitted to me as certified or photostatic copies and the 
authenticity of the originals of such copies.

     Based upon the foregoing and in reliance thereon, it is my opinion that
the Shares were duly and validly issued and are fully paid and non-assessable.

     I hereby consent to the use of this opinion as an exhibit to the 
Registration Statement, and I further consent to the use of my name under the 
caption "Legal Matters" in the Registration Statement and the Prospectus that 
forms a part thereof.  In giving this consent I do not thereby admit that I 
am within the category of persons whose consent is required under Section 7 
of the Securities Act or the Rules and Regulations of the Commission.

     I am an employee of the Company.

                                       Very truly yours,


                                       Samuel A. Miley
                                       Vice President, General 
                                       Counsel and Secretary