Exhibit 5.1


August 15, 1997



California Amplifier, Inc.
460 Calle San Pablo
Camarillo, California  93012

Gentlemen:

We have acted as counsel to California Amplifier, Inc., a Delaware 
corporation (the "Company") in connection with the preparation of the 
Registration Statement on Form S-8, to be filed with the Securities and 
Exchange Commission on August 15, 1997 (the "Registration Statement") with 
respect to an additional 800,000 shares of Common Stock, par value $0.01 per 
share (the "Shares"), of the Company which have been reserved for issuance 
from time to time upon the exercise of stock options granted and to be 
granted pursuant to the Company's 1989 Key Employee Stock Option Plan as 
currently in effect (the "Plan").

We have made such legal and factual examinations and inquiries as we deemed 
advisable for the purpose of rendering this opinion.  In rendering this 
opinion, we have relied upon a certificate of the secretary of the Company 
(the "Certificate") as to actions taken by and on behalf of the Company in 
connection with the authorization, reservation and proposed issuance and sale 
of the Shares.  Based upon our examinations and inquiries, and in reliance 
upon the Certificate, we are of the opinion that the Shares, upon issuance 
thereof in accordance with the terms of the options granted pursuant to the 
Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this letter as an exhibit to the 
Registration Statement. In giving this consent, we do not admit that we are 
within the category of persons whose consent is required under Section 7 of 
the Act or the General Rules and regulations of the Securities and Exchange 
Commission.

Very truly yours,


GIBSON, DUNN & CRUTCHER LLP