Exhibit 5


                         [ALLEN TELECOM INC. LETTERHEAD]

                                  July 19, 2002

Securities and Exchange Commission
Judiciary Plaza
450 5th Street
Washington, DC 20549



         Re: Allen Telecom Inc. Amended and Restated 1994 Non-Employee Directors
             Stock Option Plan

Ladies and Gentlemen:

         I have acted as counsel for Allen Telecom Inc., a Delaware corporation
("Registrant"), in connection with the Allen Telecom Inc. Amended and Restated
1994 Non-Employee Directors Stock Option Plan ("Plan"). I have examined such
documents, records and matters of law as I have deemed necessary for purposes of
this opinion, and based thereupon, I am of the opinion that:

          1.   The Registrant's shares of Common Stock, par value $1.00 per
               share ("Common Stock") that may be issued or transferred and sold
               pursuant to the Plan and the authorized forms of agreement
               thereunder ("Agreements") will be, when issued or transferred and
               sold in accordance with the Plan and such Agreements, duly
               authorized, validly issued, fully paid and nonassessable.

          2.   When issued in accordance with the Rights Agreement dated as of
               January 20, 1998 between Registrant and Fifth Third Bank (as
               successor to Harris Trust Company of New York), as Rights Agent
               (the "Rights Agreement"), the Series C Junior Participating
               Preferred Stock Purchase Rights ("Rights") will be validly
               issued.

         For purposes of the opinion set forth in paragraph 1, I have assumed
that shares of Common Stock when issued or transferred and sold in accordance
with the Plan, will have been reserved for issuance from the authorized Common
Stock of the Company within the limits of the Common Stock then remaining
authorized but unreserved and unissued.

         The opinion set forth in paragraph 2 is limited to the valid issuance
of the Rights under the corporation laws of the State of Delaware. I do not
express any opinion herein with respect to any other aspect of the Rights, the
effect of equitable principles or fiduciary considerations relating to the
adoption of the Rights Agreement or the issuance of the Rights or the
enforceability of any particular provisions of the Rights Agreement.

         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock to be issued and sold pursuant to the Plan
under the Securities Act of 1933.

                                       Very truly yours,


                                       /s/ Laura C. Meagher

                                       Laura C. Meagher