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                                                                       EXHIBIT 3



                           [DEUTSCHE BANK LETTERHEAD]




                                                                  March 12, 2000


Board of Directors
OEA, Inc.
P.O. Box 100488
Denver, CO 80250

Gentlemen:

Deutsche Bank Securities Inc. ("Deutsche Bank") has acted as financial advisor
to OEA, Inc. ("OEA" or the "Company") in connection with the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of March 12, 2000, among the
Company, Autoliv, Inc. ("Autoliv") and a to be formed wholly owned subsidiary of
Autoliv which will merge with and into OEA ("Sub"), which provides, among other
things, for Sub to commence a cash tender offer for all outstanding shares of
the common stock, par value $0.10 per share, of the Company ("Company Common
Stock") and the associated Common Share Purchase Rights (the "Rights") issued
pursuant to the Rights Agreement dated March 25, 1998 by and between the Company
and LaSalle Bank, N.A., at a purchase price of $10.00 per share, net to the
seller in cash (the "Consideration"), to be followed by a merger of Sub with and
into the Company (the cash tender offer and the merger collectively, the
"Transaction") whereby each share of Company Common Stock not owned directly or
indirectly by the Company or Autoliv will be converted into the right to receive
the Consideration, and as a result, the Company will become a wholly owned
subsidiary of Autoliv. The terms and conditions of the Transaction are more
fully set forth in the Merger Agreement.

You have requested Deutsche Bank's opinion, as investment bankers, as to the
fairness, from a financial point of view, to the stockholders of OEA of the
Consideration.

In connection with Deutsche Bank's role as financial advisor to OEA, and in
arriving at its opinion, Deutsche Bank has reviewed certain publicly available
financial and other information concerning the Company and certain internal
analyses and other information furnished to it by the Company. Deutsche Bank has
also held discussions with members of the senior management of the Company
regarding the business, operations and prospects of the Company. In addition,
Deutsche Bank has (i) reviewed the reported prices and trading activity for the
Company Common Stock, (ii) compared certain financial and stock market
information for the Company with similar information for certain other companies
whose securities are publicly traded, (iii) reviewed the financial terms of
certain recent business combinations which it deemed comparable in whole or in
part, (iv) reviewed the terms of the Merger Agreement, and (v) performed such
other studies and analyses and considered such other factors as it deemed
appropriate.



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OEA, Inc.
March 12, 2000



Deutsche Bank has not assumed responsibility for independent verification of,
and has not independently verified, any information, whether publicly available
or furnished to it, concerning the Company, including, without limitation, any
financial information, forecasts or projections considered in connection with
the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche
Bank has assumed and relied upon the accuracy and completeness of all such
information and Deutsche Bank has not conducted a physical inspection of any of
the properties or assets, and has not prepared or obtained any independent
evaluation or appraisal of any of the assets or liabilities, of the Company.
With respect to the financial forecasts and projections made available to
Deutsche Bank and used in its analyses, Deutsche Bank has assumed that they have
been reasonably prepared on bases reflecting the best currently available
estimates and judgments of the management of the Company as to the matters
covered thereby. In rendering its opinion, Deutsche Bank expresses no view as to
the reasonableness of such forecasts and projections or the assumptions on which
they are based. Deutsche Bank's opinion is necessarily based upon economic,
market and other conditions as in effect on, and the information made available
to it as of, the date hereof.

For purposes of rendering its opinion, Deutsche Bank has assumed that, in all
respects material to its analysis, the representations and warranties of
Autoliv, Sub and the Company contained in the Merger Agreement are true and
correct and that Autoliv, Sub and the Company will each perform all of the
covenants and agreements to be performed by it under the Merger Agreement and
all conditions to the obligations of each of Autoliv, Sub and the Company to
consummate the Transaction will be satisfied without any waiver thereof.

This opinion is addressed to, and for the use and benefit of, the Board of
Directors of OEA and is not a recommendation to the stockholders of OEA to
approve the Transaction. This opinion is limited to the fairness, from a
financial point of view, to the stockholders of OEA of the Consideration, and
Deutsche Bank expresses no opinion as to the merits of the underlying decision
by OEA to engage in the Transaction.

Deutsche Bank will be paid a fee for its services as financial advisor to OEA in
connection with the Transaction, a substantial portion of which is contingent
upon consummation of the Transaction. We are an affiliate of Deutsche Bank AG
(together with its affiliates, the "DB Group"). In the ordinary course of
business, members of the DB Group may actively trade in the securities and other
instruments and obligations of the Company and Autoliv for their own accounts
and for the accounts of their customers. Accordingly, the DB Group may at any
time hold a long or short position in such securities, instruments and
obligations.

Based upon and subject to the foregoing, it is Deutsche Bank's opinion as
investment bankers that the Consideration is fair, from a financial point of
view, to the stockholders of OEA.


                                             Very truly yours,

                                             /s/ Deutsche Bank Securities Inc.

                                             DEUTSCHE BANK SECURITIES INC.