EXHIBIT 5.1


           [FORM OF OPINION OF VEDDER, PRICE, KAUFMAN & KAMMHOLZ]




                                           _______________________, 1997

EAC Industries, Inc.
22 Blackstone Avenue
Branford, Connecticut  06405

Gentlemen:

      Reference is hereby made to the Registration Statement on Form SB-2
(Registration No. 333-____________) (the "Registration Statement"), filed by
EAC Industries, Inc., a New York corporation (the "Company"), with the
Securities and Exchange Commission in connection with the proposed issuance
of non-transferrable rights (the "Rights") to purchase up to 2,283,551
shares of Common Stock, par value $.10 per share (the "Common Stock").

      We have acted as special counsel for the Company in connection with
the proposed offering.

      In rendering this opinion, we have assumed the authenticity, accuracy
and completeness of all documents submitted to us as originals, the
conformity to authentic original documents of all documents submitted to us
as certified, conformed or photostatic copies and the genuineness of all
signatures.  

      It is our opinion that the 2,283,551 shares of Common Stock that may
be sold by the Company upon exercise of the Rights in accordance with said
Registration Statement, if and when so sold, will be legally issued, fully
paid and non-assessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus included therein.

                                           Very truly yours,