EXHIBIT 5

                        WHITEFORD, TAYLOR & PRESTON, LLP
                            SEVEN SAINT PAUL STREET
                         BALTIMORE, MARYLAND 21202-1626
                                  410 347-8700
                                FAX 410 752-7092



August 10, 2001

Board of Directors
MATEC Corporation
75 South Street
Hopkinton, MA 01748

                  Re:      REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

                  We have acted as counsel to MATEC Corporation, a Maryland
corporation (the "Corporation"), in connection with the filing of the
Registration Statement on Form S-8 by the Corporation under the Securities Act
of 1933, as amended (the "Registration Statement"), which Registration Statement
registers the distribution of up to 200,000 shares of common stock of the
Corporation, par value $0.05 per share ("Common Stock"), reserved for issuance
to eligible employees and consultants and advisers to the Corporation pursuant
to the Corporation's 2001 Stock Option Plan (the "Plan"). In that capacity, we
have reviewed the Articles of Incorporation and Bylaws of the Corporation, both
as amended to date, the Registration Statement, the Plan, the originals or
copies of corporate records reflecting the corporate action taken by the
Corporation in connection with the approval of the Plan and the issuance of the
Common Stock under the Plan and such other instruments as we have deemed
necessary for the issuance of this opinion.

                  Based upon the foregoing, we are of the opinion that the
Common Stock to be offered under the Plan has been duly authorized by all
requisite action on the part of the Corporation and, when issued in accordance
with the terms and conditions of the Plans, will be legally issued, fully paid
and non-assessable.

                  We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.

                                          Very truly yours,

                                          /s/ Whiteford, Taylor & Preston LLP

                                          Whiteford, Taylor & Preston LLP