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