1
                                                                      EXHIBIT 5


                                HALE AND DORR
                              COUNSELLORS AT LAW

                 60 STATE STREET, BOSTON, MASSACHUSETTS 02109
                       617-526-6000 * FAX 617-526-5000




                                 May 27, 1994



GenRad, Inc.
300 Baker Avenue
Concord
Massachusetts  01742

        Re:  Employee Stock Purchase Plan

Gentlemen:

        We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed on May 27, 1994 with the
Securities and Exchange Commission relating to 500,000 shares of the Common
Stock, $1.00 par value per share ("Shares"), of GenRad, Inc., a Massachusetts
corporation (the "Company"), issuable under the Company's Employee Stock
Purchase Plan (the "Plan").

        We have examined the Restated Articles of Organization and the By-laws
of the Company, each as amended to date, and originals, or copies certified to
our satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other
documents relating to the Company as we have deemed material for the purposes of
this opinion.

        In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and 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 latter documents.

        Based upon the foregoing, we are of the opinion that the Company is a
corporation duly organized and validly existing under the laws of the
Commonwealth of Massachusetts and that the Company has duly authorized for
issuance the Shares, and the Shares, when issued and paid for in accordance
with the terms of the Plan and at a price per share in excess of the par value
per share for such Shares, will be legally issued, fully-paid and
nonassessable.
 






WASHINGTON, DC                  BOSTON, MA                       MANCHESTER, NH
- -------------------------------------------------------------------------------
      HALE AND DORR IS A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
   2

GenRad, Inc.
May 27, 1994
Page 2



        We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.







                                                Very truly yours,

                                                /s/ HALE AND DORR
                                                HALE AND DORR