EXHIBIT 5.1

                                                               November   , 2001

DRS Technologies, Inc.
5 Sylvan Way
Parsippany, New Jersey 07054

           Re:  DRS Technologies, Inc.
               Registration on Form S-3

Ladies and Gentlemen:

    We have acted as special counsel to DRS Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the public offering by the
Company of up to 3,450,000 shares (including 450,000 shares subject to an
over-allotment option) (the "Shares") of the Company's Common Stock, par value
$.01 per share (the "Common Stock").

    This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").

    In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Company's
Registration Statement on Form S-3 (File No. 333-      ) as filed with the
Securities and Exchange Commission (the "Commission") on November   , 2001 under
the Act (such Registration Statement being hereinafter referred to as the
"Registration Statement"); (ii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into by and among the Company,
as issuer, and Bear, Stearns &. Co., Inc. and First Union Securities, Inc., as
underwriters (the "Underwriters"), filed as an exhibit to the Registration
Statement; (iii) a specimen certificate representing the Common Stock; (iv) the
Certificate of Incorporation of the Company, as presently in effect, (v) the
By-Laws of the Company, as presently in effect; and (vi) certain resolutions of
the Board of Directors of the Company relating to the issuance and sale of the
Shares and related matters (the "Resolutions"). We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such agreements, certificates or public officials,
certificates of officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

    In our examination, we have assumed the legal capacity of all natural
persons, 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 certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.

    Members of our firm are admitted to the bar in the State of New York, and we
do not express any opinion as to the laws of any other jurisdiction other than
the corporate laws of the State of Delaware, and we do not express any opinion
as to the effect of any other laws on the opinion stated herein.

    Based upon and subject to the foregoing, we are of the opinion that when
(i) the Registration Statement becomes effective under the Act; (ii) the
Underwriting Agreement has been duly executed and delivered; and
(iii) certificates representing the Shares in the form of the specimen
certificate examined by us have been manually signed by an authorized officer of
the transfer agent and registrar

for the Common Stock and registered by such transfer agent and registrar, and
have been delivered to and paid for by the Underwriters at a price per share not
less than the per share par value of the Common Stock as contemplated by the
Underwriting Agreement and the Resolutions, the issuance and sale of the Shares
will have been duly authorized, and the Shares will be validly issued, fully
paid and nonassessable.

    We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

                                          Very truly yours,