Wasserstein Perella & Co., Inc.
                                             31 West 52nd Street
WASSERSTEIN                                  New York, New York 10019
PERELLA & CO [LOGO]                          Telephone 212-969-2700
                                             Fax 212-969-7836


                                   April 11, 1997

Board of Directors
Dynamics Corporation of America
475 Steamboat Road
Greenwich, CT 06830-7197

Members of the Board:

     You have asked us to advise you with respect to the adequacy, from a
financial point of view, to the holders of the Common Stock, par value $0.10 per
share (the "Shares"), of Dynamics Corporation of America (the "Company")
of the consideration to be received by such holders pursuant to the terms
of a cash tender offer by WHX Corporation to acquire up to 649,000 of the 
outstanding Shares at a price of $45 per Share (the "Tender Offer"). The 
terms and conditions of the Tender Offer are set forth in more detail in the 
Offer to Purchase dated March 31, 1997 as amended by the Supplement dated 
April 10, 1997 (the "Offer to Purchase"), relating to the Tender Offer.

     In connection with rendering our opinion, we have reviewed the Offer to 
Purchase. We have also reviewed and analyzed certain publicly available 
business and financial information relating to the Company and CTS Corporation 
for recent years, as well as certain internal financial and operating 
information, including financial forecasts, analyses and projections prepared 
by or on behalf of the Company and provided to us for purposes of our analysis,
and we have met with management of the Company to review and discuss such 
information and, among other matters, the Company's business, operations, 
assets, financial condition and future prospects.

     We have reviewed and considered certain financial and stock market data
relating to the Company and CTS Corporation and we have compared that data with 
similar data for certain other companies, the securities of which are publicly 
traded, that we believe may be relevant or comparable in certain respects to 
the Company or one or more of its businesses or assets, and we have reviewed 
and considered the financial terms of certain recent acquisitions and business 
combination transactions in the electronic components industry, other industries
in which the Company operates, and in other industries generally, that we 
believe to be reasonably comparable to the Tender Offer or otherwise relevant 
to our inquiry. We have also performed such other studies, analyses, and 
investigations and reviewed such other information as we considered 
appropriate for purposes of this opinion.

     In our review and analysis and in formulating our opinion, we have assumed 
and relied upon the accuracy and completeness of all the financial and other
information provided to or discussed with us or publicly available, and we have 
not assumed any responsibility for independent verification of any of such 
information. We have also relied upon the reasonableness and accuracy of the 
financial projections, forecasts and analyses provided to us and we have 
assumed, with your consent, that such projections, forecasts and analyses were 



Board of Directors
April 11, 1997
Page 2



reasonably prepared in good faith and on bases reflecting the best currently
available judgments and estimates of the Company's management, and we express
no opinion with respect to such projections, forecasts and analyses or the 
assumptions upon which they are based. In addition, we have not reviewed any 
of the books and records of the Company, or assumed any responsibility for 
conducting a physical inspection of the properties or facilities of the 
Company, or for making or obtaining an independent valuation or appraisal 
of the assets or liabilities of the Company, and no such independent valuation
or appraisal was provided to us. Our opinion is necessarily based on economic 
and market conditions and other circumstances as they exist and can be 
evaluated by us as of the date hereof.

     Our opinion addresses only the adequacy from a financial point of view 
to the shareholders of the Company of the consideration to be received by 
such shareholders pursuant to the Tender Offer.

     It is understood that this letter is for the benefit and use of the Board
of Directors of the Company in its consideration of the Tender Offer and, 
except for inclusion in its entirety in a Schedule 14D-9 required to be filed 
by the Company, may not be quoted, used or reproduced for any other purpose 
without our prior written consent. This opinion does not constitute a 
recommendation to any shareholder with respect to whether such holder should
tender Shares pursuant to the Tender Offer, and should not be relied upon by 
any shareholder as such.

     Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, it is our opinion that as the date hereof, 
the $45 per Share cash consideration to be received by the shareholders of the 
Company pursuant to the Tender Offer is inadequate from a financial point of 
view.


                                   Very truly yours,

                                   WASSERSTEIN PERELLA & CO., INC.

                                   /s/ Wasserstein Perella & Co., Inc.