Exhibit 5

                          NUTTER, McCLENNEN & FISH, LLP

                                ATTORNEYS AT LAW

                             ONE INTERNATIONAL PLACE
                        BOSTON, MASSACHUSETTS 02110-2699

                 TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748

CAPE COD OFFICE                                               DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS

                                December 30, 1997

GenRad, Inc.
7 Technology Park Drive
Westford, MA  01886

Gentlemen/Ladies:

        Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which GenRad, Inc. (the "Company") is filing
concurrently herewith with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
500,000 shares of common stock, $1.00 par value per share (the "Common Stock"),
issuable pursuant to the 1997 Non-Qualified Employee Stock Option Plan (the
"Plan"), and an indeterminate number of shares of such Common Stock which may be
issued or become issuable under the Plan by reason of stock dividends, stock
splits or other recapitalizations executed hereafter.

        We have acted as legal counsel for the Company in connection with
adoption of the Plan, are familiar with the Company's Articles of Organization
and By-laws, both as amended to date, and have examined such other documents as
we deemed necessary for this opinion. Based upon the foregoing, we are of the
opinion that:

        1. When issued and paid for in compliance with the terms of the Plan,
the 500,000 shares of Common Stock referred to above will be duly and validly
issued, fully paid and non-assessable; and

        2. The additional shares of Common Stock which may become issuable under
the Plan by reason of stock dividends, stock splits or other recapitalizations
hereafter executed, if and when issued in accordance with the terms of the Plan
and upon compliance with the applicable provisions of law and of the Company's
Articles of Organization and By-laws, both as amended to date, will be duly and
validly issued, fully paid and non-assessable.

        We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any amendments
thereto. It is understood that this opinion




letter is to be used in connection with the offer and sale of the aforesaid
shares only while the Registration Statement, as it may be amended from time to
time as contemplated by Section 10(a)(3) of the Securities Act, is effective
under the Securities Act.

                                   Very truly yours,

                                   /s/ Nutter, McClennen & Fish, LLP

                                   NUTTER, McCLENNEN & FISH, LLP

JED/ADA