April 4, 1997


MagneTek, Inc.
26 Century Boulevard
Nashville, Tennessee 37229


          Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     I have acted as counsel for MagneTek, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 250,000 shares of Common
Stock of the Company issuable pursuant to the Employment Agreement, dated as 
of June 1, 1996, between the Company and Ronald N. Hoge (the "Employment 
Agreement"). In connection therewith, I have examined, among other things, 
the Employment Agreement and the Registration Statement on Form S-3 (the 
"Registration Statement") filed by the Company with the Securities and 
Exchange Commission on March 28, 1997.  I have also examined the proceedings 
and other actions taken by the Company in connection with the authorization 
and reservation of the shares of Common Stock issuable under the Employment 
Agreement.

     Based upon the foregoing, and in reliance thereon, I am of the opinion that
the shares of Common Stock issuable under the Employment Agreement, when issued
and delivered in accordance with the Employment Agreement and in the manner
described in the Registration Statement, will be validly issued, fully paid and
nonassessable.

     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