March __, 1998




SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza
450 Fifth Street, NW
Washington DC 20549



     Re: EA Industries, Inc.

Dear Gentlemen::

     This firm is counsel to EA Industries, Inc. (the "Company"). In such
capacity, we have assisted in the preparation of the Company's Registration
Statement on Form S-3 (Registration No. 333-21605) ("Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, covering 1,505,179 shares of the Company's Common Stock
("Shares") to be sold by certain securityholders named in the Registration
Statement (the "Selling Securityholders"). Of the 1,505,179 shares, (i) 50,000
Shares ("Warrant Shares") are issuable by the Company to a certain Selling
Securityholder upon the exercise of a certain Warrant dated January 6, 1997 (the
"Warrant"), (ii) 1,418,262 Shares ("6% Convertible Note Shares") are issuable by
the Company upon the conversion of certain 6% Convertible Notes dated April 18,
1997 ("6% Convertible Notes"), (iii) 28,917 Shares have been issued to one of
the Selling Securityholders for services provided to the Company (the "Poster
Shares"), and (iv) 8,000 Shares have been issued to one of the Selling
Securityholders in a private transaction (the "Broadway Shares").

     In connection with this opinion, we have made such inquiry of the
Company  and  examined  and  considered  the  original or copies,  certified  or
otherwise  identified  to our  satisfaction,  of the  Company's  Certificate  of
Incorporation,  as amended  ("Certificate of  Incorporation"),  its By-Laws,  as
amended,  resolutions  of its Board of Directors,  the Warrant,  6%  Convertible
Notes,  and such other documents and corporate  records  relating to the Company
and the issuance and sale of the Shares,  as we deemed  necessary or appropriate
for purposes of rendering this opinion.




SECURITIES AND EXCHANGE COMMISSION
March __, 1998
Page 2


     Based upon the foregoing, it is our opinion that:

     1. The Warrant Shares, when issued in accordance with the terms of, and for
the consideration set forth in, the Warrant, will be validly issued, fully paid
and non-assessable.

     2. The 6% Convertible Note Shares, when issued upon conversion of the 6%
Convertible Notes in accordance with the terms of, and for the consideration set
forth in, the 6% Convertible Notes, will be validly issued, fully paid and
non-assessable.

     3. The Poster Shares and the Broadway Shares are validly issued, fully paid
and non-assessable.

     We hereby expressly consent to the reference to our firm in the
Registration Statement under the Prospectus caption "Legal Matters," to the
inclusion of this opinion as an exhibit to the Registration Statement, and to
the filing of this opinion with any other appropriate governmental agency.
Richard P. Jaffe, a Partner of this firm, is the Secretary of the Company.




                                                Yours very truly,

JJD/ls