[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]




                              July __, 1998





(213) 229-7000                                                    C 26292-00003

Elgar Holdings, Inc.
9250 Brown Deer Road
San Diego, California  92121

          Re:  EXCHANGE OF 9-7/8% SENIOR SUBORDINATED NOTES DUE 2008

Gentlemen:

          We have acted as special counsel to Elgar Holdings, Inc., a 
Delaware corporation (the "Company"), in connection with the issuance by the 
Company of $90 million principal amount of 9-7/8% Senior Notes Due 2008 (the 
"Exchange Notes") issued in exchange for $90 million principal amount of the 
Company's 9-7/8% Senior Notes due 2008 (the "Old Notes").  The terms of the 
Old Notes and the Exchange Notes are described in the Prospectus dated July 
__, 1998 (the "Prospectus") and the operative documents described therein.

          This opinion is based on the accuracy of the facts described and 
the representations made in the Prospectus.

          We have made such legal and factual examinations and inquiries as 
we have deemed necessary or appropriate for purposes of this opinion.  We are 
opining herein as to the effect on the subject transaction only of the 
federal income tax laws of the United States, and we express no opinion with 
respect to the applicability thereto, or the effect thereon, of other federal 
laws, the laws of any other jurisdiction or as to any matters of municipal 
law or the laws of any other local agencies within any state.



Elgar Holdings, Inc.
July __, 1998
Page 2

          Based on the foregoing, we hereby confirm our opinion in the 
Prospectus described under the caption "Federal Income Tax Consequences."

          This opinion is based on various statutory provisions, regulations 
promulgated thereunder and interpretations thereof by the Internal Revenue 
Service and the courts having jurisdiction over such matters, all of which 
are subject to change either prospectively or retroactively.  Any variation 
or difference in the facts from those set forth in the Prospectus or the 
operative documents described therein may affect the conclusions stated 
herein.

          We hereby consent to the use of our name and our opinion under the 
caption "Federal Income Tax Consequences" in the Prospectus.

                                   Very truly yours,



                                   GIBSON, DUNN & CRUTCHER LLP

HB/wmr