EXHIBIT 5 McDermott, Will & Emery July 31, 1995 Wells-Gardner Electronics Corporation 2701 North Kildare Avenue Chicago, Illinois 60639 Re: Wells-Gardner Electronics Corporation Amended and Restated Incentive Stock Plan - 600,000 Shares of Common Stock, $1.00 Par Value Ladies and Gentlemen: We have acted as counsel for Wells-Gardner Electronics Corporation (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 600,000 additional shares of the Company's Common Stock, $1.00 par value (the "Common Stock"), which may be issued pursuant to the Wells-Gardner Electronics Corporation Amended and Restated Incentive Stock Plan (the "Plan"). We have examined or considered: 1. A copy of the Certificate of Incorporation, as amended, of the Company. 2. The By-Laws of the Company. 3. Telephonic confirmation of the Secretary of State of the State of Illinois, as of a recent date, as to the good standing of the Company in that state. 4. A Certificate of the Secretary of the Company relating to resolutions duly adopted by the Board of Directors of the Company regarding the Plan. 5. A Certificate of the Secretary of the Company relating to the approval of the Plan by the shareholders of the Company. 6. A copy of the Plan. In addition to the examination outlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additional facts as we deemed necessary or appropriate for the purposes of this opinion. Based upon the foregoing, we are of the opinion that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. (b) All legal and corporate proceedings necessary for the authorization, issuance and delivery of the shares of Common Stock to be sold by the Company have been duly taken, and the Common Stock, upon issuance pursuant to the terms of the Plan, will be duly authorized, legally and validly issued, fully paid and nonassessable. We hereby consent to all references to our firm in the Registration Statement and to the filing of this opinion by the Company as an Exhibit to the Registration Statement. Very truly yours, /s/ McDermott, Will & Emery McDermott, Will & Emery