[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]



                                 July 23, 1998





(213) 229-7000                                                    C 26292-00003

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

          Re:  ELGAR HOLDINGS, INC. -- REGISTRATION STATEMENT ON FORM S-4
               (REG. NO. 333-55797)

Ladies and Gentlemen:

     We have acted as special counsel for Elgar Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration of up
to $90,000,000 aggregate principal amount of the Company's 9-7/8% Senior Notes
due 2008 (the "New Notes") on Form S-4 Registration Statement No. 333-55797 (the
"Registration Statement") under the Securities Act of 1933, as amended.  The New
Notes will be offered in exchange for a like principal amount of the Company's
9-7/8% Senior Subordinated Notes due 2008 (the "Old Notes") pursuant to that
certain Registration Rights Agreement, dated as of February 3, 1998, by and
among the Company, Elgar Electronics Corporation, a California corporation and
wholly owned subsidiary of the Company (the "Elgar"), and BT Alex. Brown
Incorporated (the "Registration Rights Agreement").  The Registration Rights
Agreement was executed in connection with the private placement of the Old
Notes.

     We have also acted as special counsel for the Elgar and Power Ten, a
California corporation and wholly owned subsidiary of Elgar ("Power Ten," and
collectively with Elgar, the "Subsidiary Guarantors"), in connection with the
registration of the guarantees of the New Notes by the Subsidiary Guarantors
under the Registration Statement (the "Guarantees").






Elgar Holdings, Inc.
July 23, 1998
Page 2

     The New Notes will be issued pursuant to that certain Indenture dated as of
February 3, 1998, by and among the Company, the Subsidiary Guarantors, and
United States Trust Company of New York, N.A., as Trustee, as amended or
supplemented from time to time (the "Indenture").

     We are familiar with the actions taken and to be taken by the Company and
the Subsidiary Guarantors in connection with the offering of the New Notes and
the issuance of the Guarantees.  On the basis of such knowledge and such
investigation as we have deemed necessary, we are of the opinion that:  (i) the
New Notes have been duly authorized by the Company and, when issued in exchange
for the Old Notes pursuant to the terms of the exchange offer described in the
Registration Statement and the Indenture, will be validly issued and will
constitute legal and binding obligations of the Company; and (ii) the Guarantees
have been duly authorized by the Subsidiary Guarantors and, when issued along
with the New Notes in accordance with the terms of the Indenture, will be
validly issued and will constitute the legal and binding obligations of the
Subsidiary Guarantors.  Our opinions are subject to limitations imposed by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally, including, without limitation the effect
of statutory or other laws regarding fraudulent conveyances or transfers or
preferential transfers or (ii) general principles of equity, whether considered
at law or at equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing.

     We hereby consent to the filing of this opinion as an exhibit to
Registration Statement No. 333-55797 and to the reference to this firm under the
heading "Legal Matters" contained in the prospectus that forms a part of the
Registration Statement.

                              Very truly yours,



                              /s/ GIBSON, DUNN & CRUTCHER LLP

KMD/wmr