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                          Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103



                                December 16, 1996


Aavid Thermal Technologies, Inc.
One Eagle Square
Concord, NH  03301


Dear Sirs:

            We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Aavid Thermal Technologies, Inc. (the "Company"), relating to 794,326 shares
of the Company's Common Stock, $.01 par value per share (the "Shares"), to be
issued under the Company's 1994 Stock Option Plan (the "Plan").

            As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued under the Plan in accordance with the terms
of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.

            We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the headings      
"Legal Matters" and "Interests of Named Experts and Counsel" set forth in the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.

                                               Very truly yours,

                                               Fulbright & Jaworski L.L.P.