EXHIBIT 5

                                December 7, 2001

                                                                   C 94024-00053
Virco Mfg. Corporation
2027 Harpers Way
Torrance, California  90501

        Re:    Proposed Offering of up to 1,000,000 Shares of Common Stock

Ladies and Gentlemen:

        We refer to an aggregate of 1,000,000 shares of Common Stock, par value
$.01 per share, of Virco Mfg. Corporation, a Delaware corporation (the
"Company"), which are the subject of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"). The shares of Common Stock (the "Shares") subject to the Registration
Statement are to be issued under the Company's Virco Mfg. Corporation 401(k)
Savings Plan (the "Plan").

        We have examined the original, or a photostatic or certified copy, of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have determined relevant and
necessary as the basis for the opinion 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 certified or photostatic copies and the
authenticity of the originals of such copies.

        Based upon our examination mentioned above, we are of the opinion that
the Shares have been validly authorized for issuance and, when issued and sold
in accordance with the terms set forth in the Registration Statement and the
Plan, and, when (a) the Registration Statement has become effective under the
Act, (b) the pertinent provisions of any applicable state securities law have
been complied with, and (c) in the case of options issued under the Plan, the
Shares have been paid for, the Shares so issued will be legally issued and will
be fully paid and nonassessable.

        We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm appearing on the cover
of 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 Act or the General Rules and Regulations of the Commission.

                                            Very truly yours,

                                             /s/

                                            GIBSON, DUNN & CRUTCHER LLP

RKM/DW/LYK