S-8

Registration No. 333-                    

As filed with the Securities and Exchange Commission on October 8, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in its charter)

Delaware	36-2096643
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

40W267 Keslinger Road,

P. O. Box 393

LaFox, Illinois 60147-0393

(Address of principal executive offices) (Zip code)

Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan

(Full title of the plan)

Edward J. Richardson

Chairman, Chief Executive Officer and President

RICHARDSON ELECTRONICS, LTD

40W267 Keslinger Road,

P. O. Box 393

LaFox, Illinois 60147-0393

(Name and address of agent for service)

(630) 208-2200

(Telephone Number, Including area code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, $0.05 par value per share		1,000,000	$4.29	$4,290,000	$468.04
(1)	Richardson Electronics, Ltd. (the “Registrant”) may issue a number of shares of common stock under the Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan (the “Plan”) equal to the sum of (a) the remaining number of shares available for future awards under the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan, as amended (the “Prior Plan”), as of October 6, 2020, plus (b) 1,000,000 shares. As of October 8, 2020, there were a total of 553,712 shares of common stock authorized and remaining available for issuance under the Prior Plan. In addition, pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of the Registrant that become issuable under the Plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the Registrant.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h)(1) and 457(c) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock reported on the Nasdaq Global Select Market on October 5, 2020.

EXPLANATORY NOTE

On October 6, 2020, at its annual meeting of stockholders, the stockholders of Richardson Electronics, Ltd. (the “Company” or the “Registrant”) approved the adoption of the Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan (the “Plan”), an amendment and restatement of the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (the “Prior Plan”) to among, other things, increase the number of shares of common stock, $0.05 par value per share (“Common Stock”), available for issuance from the shares of Common Stock that were previously authorized for issuance under the Prior Plan and to extend the term of the Plan through the tenth anniversary of the date of such amendment and restatement. The Company is filing this Registration Statement in order to register under the Securities Act of 1933, as amended (the “Securities Act”) the additional 1,000,000 shares of Common Stock authorized for issuance under the Plan. The Common Stock reserved for issuance under the Prior Plan were previously registered under the Registration Statements on Form S-8 on July 27, 2012 (Registration No. 333-182907), on August 3, 2015 (Registration No. 333-206044) and October 17, 2018 (Registration No. 333-227876), which are hereby incorporated by reference pursuant to General Instruction E to Form S-8, except to the extent supplemented, amended or superseded by the information set forth herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

(a) The Company’s Annual Report on Form 10-K for the year ended May 30, 2020, filed with the Commission on August 3, 2020;

(b) The Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on August 24, 2020, for the Annual Meeting of the Company’s Stockholders held on October 6, 2020;

(c) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2020, filed with the Commission on October 8, 2020;

(d) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and

(e) The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed with the Commission on October 18, 1984, as amended by the description contained in the Company’s Current Report on Form 8-K filed with the Commission on May 27, 2004, as further amended by Exhibit 4 (Description of the Company’s Securities) to the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2020, including any amendment or report filed with the Commission for the purpose of updating such description.

In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than portions of such documents deemed not to be filed) on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such documents.

Any statement contained herein, or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Delaware General Corporation Law (the “DGCL”) and the Registrant’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), and the Registrant’s Amended and Restated By-Laws, as amended (the “By-Laws”), provide for indemnification of the Registrant’s directors and officers for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Registrant, and with respect to any criminal action or proceeding, actions that the director or officer had no reasonable cause to believe were unlawful.

The Charter provides that the Registrant will, to the full extent permitted under Section 145 of the DGCL, advance payment of expenses and maintain insurance against liability on behalf of all persons for whom it may take each such respective action pursuant to the DGCL.  Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The By-Laws also provide that the Registration shall indemnify, and advance expenses, to the fullest extent permitted by applicable law, to each person who is or was a director, officer, employee, agent or fiduciary of the Registrant or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Registrant in the event such person is, or is threatened to be made, a party to any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other threatened, pending or completed proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) due to such person’s status as a director, officer, employee, agent or fiduciary of the Registrant or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Registrant, if such person acted in good faith.  Further, such indemnification shall continue as to an indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and

administrators of the indemnitee.  However, such indemnification shall not extend to (A) such Proceeding as to which the indemnitee shall have been adjudged to be liable to the corporation if applicable law prohibits such indemnification or (B) such Proceeding brought by the indemnitee or made by the indemnitee against the Registrant.

The By-Laws provide that rights of indemnification and to receive advancement of expenses are not exclusive of any other rights to which indemnitee may at any time be entitled under applicable law, the Charter, the By-Laws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. The Registrant has obtained director and officer liability insurance for the benefit of its directors and officers.

The By-Laws specifically authorize the Registrant to enter into agreements with officers, directors, employees or agents of the Registrant providing indemnification rights, to the extent authorized from time to time by its Board of Directors.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description of Exhibit
Exhibit 3(a)	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Annex III of the Proxy Statement filed August 22, 2014).
Exhibit 3(b)	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2017).
Exhibit 4(a)	Specimen form of Common Stock certificates of the Company.
Exhibit 5.1*	Opinion of Benesch Friedlander Coplan & Aronoff LLP.
Exhibit 23.1*	Consent of BDO USA, LLP.
Exhibit 23.2*	Consent of Benesch Friedlander Coplan & Aronoff LLP (included in Exhibit 5.1).
Exhibit 24.1*	Power of Attorney (included as part of the signature pages to this Registration Statement).
Exhibit 99.1	Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 24, 2020).

* Filed herewith

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in LaFox, in the State of Illinois, on October 8, 2020.

RICHARDSON ELECTRONICS, LTD.
By:	/s/ Edward J. Richardson
	Name: Edward J. Richardson
	Title: Chairman of the Board, Chief Executive Officer, President and Director

POWER OF ATTORNEY

We, the undersigned officers and directors of Richardson Electronics, Ltd., hereby constitute and appoint Robert J. Ben our true and lawful attorney-in-fact with full power to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Richardson Electronics, Ltd., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact, or any of them, to said Registration Statement and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on October 8, 2020.

Signature	Title(s)
/s/ Edward J. Richardson	Chairman of the Board, Chief Executive Officer (Principal Executive Officer), President and Director
Edward J. Richardson
/s/ Robert J. Ben	Chief Financial Officer and Chief Accounting Officer (Principal Financing and Accounting Officer)
Robert J. Ben
/s/ Paul J. Plante	Director
Paul J. Plante
/s/ Jacques Belin	Director
Jacques Belin
/s/ James Benham	Director
James Benham
/s/ Kenneth Halverson	Director
Kenneth Halverson
/s/ Robert Kluge	Director
Robert Kluge

EX-4.(A)

Exhibit 4(a)

NUMBER CS 111241 COMMON STOCK PAR VALUE $.05 CS. THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO, IL COMMON STOCK PAR VALUE $.05 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 763165 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS Richardson Electronics, Ltd. THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Richardson Electronics, Ltd., transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and by-laws of the Corporation and all amendments thereto, copies of which are kept on file with the Transfer Agent, to all of which the holder hereof by accepting this certificate assents. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: ILLINOIS STOCK TRANSFER COMPANY (CHICAGO) TRANSFER AGENT AND REGISTRAR SECRETARY [ILLEGIBLE] CHAIRMAN Edward J. Richardson OF THE BOARD BY: AUTHORIZED OFFICER [ILLEGIBLE]

Columbia printing Services, LLC 59-4 Central Ave., Farmingdale, NY 11735 (516) 931-3800 Fax: (516) 931-3871 COVERSHEET PAGES (Including this sheet): 3 Wednesday, September 02, 2015 8:54:40 AM Richardson Electronics, Ltd. Michelle Perricone Phone: (630) 208-2718 40W267 Keslinger Road LaFox, IL 60147 Fax:   (630) 208-2522 NONE Phone: Fax: Broadridge Corporate Issuer Solutions, lnc.-14 51 Mercedes Way Edgewood, NY 11717 Kevin Prince DESCRIPTION: Phone: (631) 274-2534 Fax: 25 Class B Common Stock Certificates Blue Borders - Numbered: R 00021 To R 00070 REMARKS: PLEASE PROOFREAD AND ADVISE US ACCORDINGLY. First Proof: To Omit Ghost - Red Eagle in background please check this box: (Does not show on proof) Flat Printed Please Proofread and advise us accordingly Transmittal sent by: Brian Thank You THIS MATERIAL HAS NOT BEEN PROOFREAD AUTHORIZATION TO PRINT- PROOFS ARE NOW APPROVED FOR PRINTING Printing will not proceed without signed authorization -please return via fax or mail. AUTHORIZED SIGNATURE: Michelle Perrical Please print name below line: Michelle Perrical DATE:9/7/15 In view of recent judicial decisions holding certain typesetting companies responsible for the accuracy of typeset material if even  a perfunctory proofreading service, paid or unpaid, has been provided by that typesetting company, Columbia Financial Printing Corp., PERFORMS NO PROOFREADING  SERVICE  ON ANY MATERIAL PASSING THROUGH ITS TYPESETTING FACILITY. THERE ARE POSITIVELY NO EXCEPTIONS TO THIS POLICY. Broadridge 21.ind-10 93802

NUMBER SHARES R RICHARDSON ELECTRONICS, LTD. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE  SEE REVERSE FOR CERTAIN DEFINITIONS CLASS B COMMON STOCK  CUSIP 763165 20 6 This Certifies That: PROOF IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK $.05 PAR VALUE EACH OF RICHARDSON ELECTRONICS, LTD. transferable on the books of the  Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented  hereby are subject  to the  laws of  the  State  of  Delaware, and  to  the  Certificate  of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: COUNTERSIGNED: BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. 1717 ARCH ST., STE. 1300, PHILADELPHIA, PA 19103 TRANSFER AGENT BY: AUTHORIZED SIGNATURE RICHARDSON ELECTRONICS, LTD. CORPORATE SEAL 1986 DELAWARE SECRETARY: Robert J. Ben  CHAIRMAN: Edward J. Richardshe following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian. (Cust) (Minor) under Uniform Gifts to Minors Act. (State) Additional abbreviations may also be used though not in the above list. For value Received, hereby sell, assign and transfer unto please insert social security or other identifying number of assignee (Please print or type name and address, including zip code, of assignee) Shares of the stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By The signature(s) must be guaranteed by an eligible guarantor Institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES, SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. COLUMBIA PRINTING SERVICES, LLC – www.stockinformation.com

EX-5.1

Exhibit 5.1

Benesch Friedlander Coplan & Aronoff LLP

71 South Wacker Drive, Suite 1600

Chicago, IL 60606

Telephone: 312.212.4949

Fax: 312.212.9192

October 8, 2020

Richardson Electronics, Ltd.

40W267 Keslinger Road,

P. O. Box 393

LaFox, Illinois 60147-0393

Ladies and Gentlemen:

We have acted as special counsel to Richardson Electronics, Ltd., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company relating to the registration of the offer and sale of up to 1,000,000 additional shares of common stock, par value $0.05 per share (the “Shares”) issuable pursuant to the terms and in the manner set forth in the Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan (the “Plan”).

This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Act”).

In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, to be filed with the Securities and Exchange Commission (the “Commission”) under the Act; (ii) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the Amended and Restated By-Laws of the Company, as currently in effect; (iv) the Plan; (v) resolutions of the board of directors of the Company relating to, among other things, the approval of the Plan, the reservation for issuance of the Shares issuable thereunder and the filing of the Registration Statement; and (vi) a certificate of the inspector of elections certifying as to approval of the Plan by the Company's shareholders at the 2020 annual meeting of shareholders. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

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 certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that the Company's Board of Directors, or a duly authorized committee thereof, will have approved the issuance of each award under the Plan prior to the issuance thereof. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the requisite corporate action on the part of the Company and, when issued, paid for and delivered pursuant to the terms and in the manner set forth in the Plan, and assuming that the Shares remain duly reserved for issuance within the limits of the Shares then remaining authorized but unissued, will be validly issued, fully paid and nonassessable.

The foregoing opinion is based upon and limited to the General Corporation Law of the State of Delaware (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur. This opinion is being furnished solely for the Company’s benefit in connection with the offer, sale and issuance of the Shares and is not to be used, quoted or otherwise referred to for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Benesch Friedlander Coplan & Aronoff LLP

Benesch Friedlander Coplan & Aronoff LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Richardson Electronics, Ltd.

40W267 Keslinger Rd

La Fox, IL 60147

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan of our reports dated August 3, 2020, relating to the consolidated financial statements, and the effectiveness of Richardson Electronics, Ltd. internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended May 30, 2020.

/s/ BDO USA, LLP

Chicago, Illinois

October 8, 2020

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.