EXHIBIT 5.1 October 29, 1996 Blonder Tongue Laboratories, Inc. One Jake Brown Road Old Bridge, NJ 08857 Attention: James A. Luksch, Chairman, President and Chief Executive Officer Re: Registration Statement on Form S-8 ---------------------------------- Dear Mr. Luksch: We have acted as counsel to and for Blonder Tongue Laboratories, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement"), for the purpose of registering under the Securities Act of 1933, as amended, 514,516 shares (the "Shares") of the Company's common stock, $.001 par value per share (the "Common Stock"). The Shares are (i) issuable upon the exercise of certain options (the "Options") granted or to be granted under the Company's (a) 1994 Incentive Stock Option Plan (the "1994 Plan"), (b) 1995 Long Term Incentive Plan (the "1995 Plan") and (c) 1996 Director Option Plan (collectively the "Plans"), and (ii) issuable upon grants to be made under the 1995 Plan (the "Grants"). Blonder Tongue Laboratories, Inc. October 29, 1996 Page 2 In our capacity as counsel, we have been requested to render the opinions set forth in this letter and, in connection therewith, we have reviewed the following documents: (i) the Registration Statement, (ii) the Plans, (iii) Restated Certificate of Incorporation of the Company, certified as true and correct by the Secretary of State of Delaware, (iv) Bylaws of the Company, certified as true and correct by the Secretary of the Company, (v) certain minutes of meetings or unanimous consents of the Board of Directors and stockholders of the Company, (vi) the form of option agreement executed or to be executed by the Company and each optionee (the "Option Agreement") and (vii) a certificate of the Secretary of the Company. In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity to the originals of all documents submitted to us as certified or photostatic copies. The law covered by the opinion expressed herein is limited to (a) the Federal statutes, judicial decisions and rules and regulations of the governmental agencies of the United States of America and (b) the Delaware General Corporation Law, as amended. This opinion letter is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention. Based upon, and subject to, the foregoing, we are of the opinion that the Shares, when issued upon proper exercise of the Options and payment of the consideration set forth in the Option Agreement or upon proper Grants pursuant to and in accordance with the Plans, will be validly issued, fully paid and nonassessable. Blonder Tongue Laboratories, Inc. October 29, 1996 Page 3 We hereby consent to the use of this opinion as an exhibit to the Registration Statement and we further consent to the reference to our firm under the caption "Named Experts and Counsel" in the Registration Statement and to any reference to our firm in the Registration Statement as legal counsel who have passed upon the legality of the securities offered thereby. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP By: /s/ Gary P. Scharmett ---------------------------------- Gary P. Scharmett, A Partner