Exhibit 5.1

[Logo of Conner & Winters, P.C.]


Conner & Winters, P.C.
3700 First Place Tower, 15 East Fifth Street
Tulsa, Oklahoma  74103-4344
918-586-5711

                                October 28, 2004


ADDvantage Technologies Group, Inc.
1605 E. Iola
Broken Arrow, OK  74012



          Re:   ADDvantage Technologies Group, Inc.
                Form S-3 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel to ADDvantage Technologies Group, Inc., an
Oklahoma corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act").  The Registration Statement
relates to the proposed reoffer and resale from time to time by certain selling
shareholders (as described in the Registration Statement) of up to 3,500,000
shares of the Company's common stock, par value $.01 per share ("Common
Stock"), including up to 3,000,000 shares of Common Stock that a selling
shareholder may acquire upon the exercise of options granted by third parties.
The Common Stock will be sold or delivered from time to time as set forth in
the Registration Statement, the applicable prospectus contained therein (the
"Prospectus") and any supplements to the Prospectus.

     In reaching the conclusions expressed in this opinion, we have (a)
examined the Registration Statement and such corporate records, certificates of
officers, other documents, and questions of law as we have considered necessary
or appropriate, (b) relied upon the accuracy of facts and information set forth
in all such documents, and (c) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals from which all such copies were made.



     Based on the foregoing and subject to the qualifications and limitations
stated herein, we are of the opinion that the 3,500,000 shares covered by the
Registration Statement are validly issued, fully paid, and non-assessable
shares of Common Stock.

     Our opinions expressed above are limited to the laws of the State of
Oklahoma and the federal law of the United States of America, and we do not
express any opinion herein concerning the laws of any other jurisdiction.

     We hereby consent to the reference to our firm under the heading "Legal
Opinion" in the Prospectus and to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.  In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.

                                                 Very truly yours,

                                                 CONNER & WINTERS, P.C.

                                                 /s/ Conner & Winters