EXHIBIT 5






                                August 16, 2007







Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

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

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 500,000 shares of the Corporation's common
stock, $.10 par value per share pursuant to the Herley Industries, Inc. 2006 New
Employee 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 Plans 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.   The shares of the  Corporation's  common stock, when issued pursuant to the
     terms of 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/ Beckman, Lieberman & Barandes, LLP
                                        BECKMAN, LIEBERMAN
                                        & BARANDES, LLP