November 3, 1998



OEA, Inc.
34501 East Quincy Avenue
Post Office Box 100488
Denver, Colorado  80250


        Re:    Sale of Shares of Common Stock Pursuant to
               Registration Statement On Form S-8
               ------------------------------------------

Ladies and Gentlemen:

        We have acted as counsel to OEA, Inc. (the "Company") in connection with
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission.
The Registration Statement relates to the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of 650,000 shares of the Company's common
stock, $.10 par value per share (the "Shares"). Terms used herein but not
defined have the meanings attributed to those terms in the Registration
Statement.

        This opinion is delivered pursuant to the requirements of Item 601(b)(5)
of Regulation S-K under the 1933 Act.

        In rendering the following opinion, we have examined and relied only
upon the documents specifically described below. In our examination, we have
assumed the genuineness of all signatures, the authenticity, accuracy and
completeness of the documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as copies. Our
examination was limited to the following documents and no others:

        1.     Certificate of Incorporation of the Company, as amended to date;

        2.     Bylaws of the Company, as amended to date;

        3.     Resolutions adopted by the Board of Directors of the Company
               authorizing the OEA, Inc. Employees' Stock Option Plan and the
               OEA, Inc. Nonemployee




               Directors' Stock Option Plan and resolutions of the stockholders
               of the Company adopting such plans; and

        4.     The Registration Statement, exhibits filed in connection
               therewith and incorporated by reference including all documents
               incorporated therein by reference.

        We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.

        The following opinions are limited solely to the applicable provisions
of the General Corporation Law of the State of Delaware. While we are not
licensed to practice in the State of Delaware, we have reviewed applicable
provisions of the General Corporation Law of Delaware as we have deemed
appropriate in connection with the provisions expressed herein. Except as
described, we have neither examined nor do we express any opinion with respect
to Delaware law.

        Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly and validly authorized and when issued and sold as contemplated
by the Registration Statement and subject to the proper execution and delivery
of stock certificates evidencing the Shares, will be legally and validly issued,
fully paid and non-assessable shares of capital stock of the Company.

        We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules of the Securities and
Exchange Commission.


                                            Very truly yours,

                                            /s/Davis Graham & Stubbs LLP

                                            DAVIS, GRAHAM & STUBBS LLP