Exhibit 5









                                          October 12, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  Herley Industries, Inc.
          Registration Statement on Form S-8
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Gentlemen:

     Reference  is  made  to  the  filing  by  Herley   Industries,   Inc.  (the
"Corporation")  of a Registration  Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933, as
amended,  covering the  registration  of an additional  1,500,000  shares of the
Corporation's  common  stock,  $.10 par value per share in  connection  with the
issuance of options  under Herley  Industries,  Inc. 2000 Stock Option Plan (the
"Plan").

     As counsel for the  Corporation,  we have examined its  corporate  records,
including its Certificate of Incorporation,  as amended,  By-Laws, its corporate
minutes,  the form of its  Common  Stock  certificate,  the Plan and such  other
documents as we have deemed necessary or relevant under the circumstances.

     Based upon our examination, we are of the opinion that:

     1.   The Corporation is duly organized and validly  existing under the laws
          of the State of Delaware.

     2.   There have been reserved for issuance by the Board of Directors of the
          Corporation an additional  1,500,000 shares of its Common Stock,  $.10
          par value per share.  The shares of the  Corporation's  common  stock,
          when issued  pursuant to the  exercise  of options  granted  under the
          Plan, will be validly authorized,  legally issued, fully paid and non-
          assessable.

     We hereby  consent  to be named in the  Registration  Statement  and in the
Prospectus which  constitutes a part thereof as counsel of the Corporation,  and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                      Very truly yours,

                                     /s/ Blau, Kramer, Wactlar & Lieberman, P.C.
                                     BLAU, KRAMER, WACTLAR &
                                          LIEBERMAN, P.C.