Exhibit 5

                          Whitman Breed Abbott & Morgan
                                 200 Park Avenue
                               New York, NY 10166


                                            September 13, 1996


NAI Technologies, Inc.
2405 Trade Centre Avenue
Longmont, Colorado 80503

               Re: NAI Technologies, Inc.
                   ----------------------

Gentlemen:

               We refer to the Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed by NAI Technologies, Inc., a New York corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission"). The
Registration Statement covers 400,000 shares (the "Shares") of the Company's
common stock, par value $.10 per share, to be issued and sold by the Company to
key management employees and directors pursuant to the Company's 1996 Stock
Option Plan (the "Plan").

               We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of the Company
and of public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

               Based upon our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares proposed to be
issued and sold by the Company have been duly authorized for issuance and that
the Shares, when issued to and paid for by the purchasers in accordance with the
terms of the Plan, will have been validly issued and will be fully paid and
non-assessable.




 




               We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission.

                                                  Very truly yours,


                                                  WHITMAN BREED ABBOTT & MORGAN












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