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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 100,000 shares of the Company's
Common Stock, $.01 par value per share (the "Shares"), to be issued under the
Company's 1995 Non-Employee Director 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.