Exhibit 5

                                  April 4, 2002

Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C.  20549

RE:      HERLEY INDUSTRIES, INC.
         REGISTRATION STATEMENT ON FORM S-3

Gentlemen:

         Reference is made to the filing by Herley Industries, Inc. (the
"Company") of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission pursuant to the
provisions of the Securities Act of 1933, as amended, covering the registration
of 3,450,000 shares of common stock of the Company, par value $.10 per share
(the "common stock").

         As counsel for the Company, we have examined its corporate records,
including its Certificate of Incorporation, By-Laws, its corporate minutes, the
form of its common stock certificate 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 Company is duly organized and validly existing under the
                  laws of the State of Delaware.

         2.       The shares of common stock subject to the Registration
                  Statement have been duly authorized and, when issued will be
                  legally issued, fully paid and non-assessable.

         3.       The 440,750 shares of common stock covered by the Registration
                  Statement to be sold by the Selling Stockholders have been, or
                  upon the exercise of options will be, 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 to the Company, 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.