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                                                                      EXHIBIT 5

                                 August 8, 1997


Bell Industries, Inc.
11812 San Vicente Boulevard
Los Angeles, California 90049-5069

Ladies and Gentlemen:

         We have examined Amendment No. 1 to the Registration Statement on Form
S-8, registration number 33-58037 (the "Registration Statement") to be filed by
you with the Securities and Exchange Commission in connection with the
registration of 600,000 shares of the Common Stock (the "Common Stock"), of Bell
Industries, Inc., a California corporation (the "Company"), for sale and
issuance pursuant to the Company's 1994 Stock Option Plan, as amended (the
"Stock Option Plan"). As your counsel in connection with this transaction, we
have examined the proceedings proposed to be taken in connection with the Stock
Option Plan and the sale and issuance of the Common Stock pursuant thereto and
such other matters and documents as we have deemed necessary or relevant as a
basis for this opinion.

         Based on these examinations, it is our opinion that upon completion of
the proceedings being taken or which we, as your counsel, contemplate will be
taken prior to the sale and issuance of the Common Stock, such Common Stock,
when sold and issued in the manner referred to in the Registration Statement and
the Stock Option Plan, will be legally and validly issued, fully paid and
non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                                  Very truly yours,


                                                  Irell & Manella LLP