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                                                                     EXHIBIT 5.1

                                                September 19, 2000

MCE Companies, Inc.
310 Dino Drive
Ann Arbor, Michigan  48103

         Re: Registration Statement on Form S-1 (No. 333-42360)


Ladies and Gentlemen:

         We have acted as counsel for MCE Companies, Inc., a Michigan
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-1 filed by the Company with the Securities and
Exchange Commission (the "SEC") on July 27, 2000, as amended by Amendment No. 1
thereto filed with the SEC on August 31, 2000 and as amended by Amendment No. 2
thereto filed with the SEC on September 19, 2000 (the "Registration Statement"),
in connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 10,093,780 shares of Common Stock, without par value
(the "Common Stock"), of the Company (the "Shares"). The Shares, which include
up to 1,316,580 shares of Common Stock issuable pursuant to an over-allotment
option granted to the underwriters, are to be sold to the underwriters as
described in the Registration Statement for the sale to the public or issued to
the representatives of the underwriters.

         In so acting, we have examined the proceedings proposed to be taken in
connection with this sale and issuance of the Shares and we have examined and
relied upon the originals, or copies certified or otherwise identified to our
satisfaction, of such corporate records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.

         Based upon the foregoing, we are of the opinion that:

                  1. The Company has been duly incorporated and is in good
         standing under the laws of the State of Michigan.

                  2. Upon approval by the Ad Hoc Registration Committee, duly
         authorized by the Company's Board of Directors, the Shares when issued
         and sold in the manner referred to in the Registration Statement will
         be legally and validly issued, fully paid and nonassessable.

         We hereby consent to the inclusion of this opinion as Exhibit 5.1 of
the Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement. In giving this consent, we do not concede that we are experts within
the meaning of the Securities Act or the rules or regulations thereunder or that
this consent is required by Section 7 of the Securities Act.


                                                     Very truly yours,

                                                     DYKEMA GOSSETT PLLC

                                                     /s/ J. Michael Bernard,
                                                     J. Michael Bernard,
                                                        a Member of the firm