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                                   EXHIBIT 5

                  [Letterhead of Gibson, Dunn & Crutcher LLP]

                                August 29,1997                    C66153-00020

Giga-tronics Incorporated
4650 Norris Canyon Road
San Ramon, CA 94583

         Re:     Registration Statement on Form S-8 of 
                 Giga-tronics Incorporated
                 -------------------------

Ladies and Gentlemen:

         We refer to the registration statement on Form S-8 ("Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act") filed by Giga-tronics Incorporated, a California corporation (the
"Company"), with respect to the proposed offering by the Company of up to
130,000 shares (the "Shares") of the common stock of the Company, no par value
per share (the "Common Stock") under the Giga- tronics Incorporated Employee
Stock Purchase Plan (the "Plan").

         We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set
forth below.  In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as conformed
or photostatic copies and the authenticity of the originals of such copies.

         Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares has been duly authorized for issuance and (ii) when
issued in accordance with the terms of the Plan, the Shares will be duly and
validly issued, fully paid and non- assessable shares of Common Stock.

         This opinion is limited to California and United States federal law.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.

                                                     Very truly yours,

                                                /s/ GIBSON, DUNN & CRUTCHER LLP
                                                --------------------------------
                                                    GIBSON, DUNN & CRUTCHER LLP