EXHIBIT 5

                              [Letterhead of Avnet]



                                  July 29, 2003



Board of Directors
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034

         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         I refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Avnet, Inc. (the "Company") with the Securities and
Exchange Commission with respect to the registration under the Securities Act of
1933, as amended (the "Act"), of up to $1,500,000,000 aggregate initial offering
price of an indeterminate amount of the following: (i) shares (the "Shares") of
the Company's common stock, par value $1.00 per share ("Common Stock"), (ii) the
Company's subordinated or unsubordinated debt securities (the "Debt Securities",
which may be convertible or exchangeable into shares of Common Stock, Debt
Securities and other securities and which are to be issued pursuant to an
Indenture between the Company and Bank One Trust Company, N.A., as trustee, in
the subordinated or unsubordinated form of indenture, as applicable, filed as an
exhibit to the Registration Statement (each such form an "Indenture"), (iii)
warrants or rights ("Warrants") to acquire Shares and/or Debt Securities, (iv)
contracts to purchase Shares of Common Stock ("Stock Purchase Contracts"); (v)
Stock Purchase Contracts sold as Units with other securities of the Company or
other issuers ("Stock Purchase Units"); and (vi) units ("Units") each consisting
of two or more of the foregoing securities. The Debt Securities, Common Stock,
Warrants, Stock Purchase Contracts, Stock Purchase Units and Units
(collectively, the "Securities") may be issued from time to time pursuant to
Rule 415 under the Act and will be subject to specific terms pertaining to each
respective series of Securities as determined at the time of sale and as set
forth in one or more supplements to the Prospectus constituting part of the
Registration Statement.

         I have examined the Registration Statement, the Indenture and such
records of the Company's corporate proceedings and such other documents, and
have made such other factual and legal investigations, as I deemed necessary or
appropriate in order to render this opinion. Further, I am familiar with
additional corporate procedures that the Company contemplates taking prior to
the issuance of any Securities.

         Based upon such examinations and investigations and subject to (i) the
occurrence of such additional corporate procedures as are now contemplated prior
to the issuance of any Securities, (ii) the effectiveness of the Registration
Statement under the Act, (iii) the establishment of the terms of each series of
Securities in accordance with the terms of the Company's Restated Certificate of
Incorporation and Bylaws, (iv) the due authorization,




execution and delivery of the Indenture, and (v) the execution, delivery and, as
applicable, authentication of and payment for the Securities, it is my opinion
that:

1.       The Shares of Common Stock (including any Shares that may be issuable
         upon the conversion of any Debt Securities, upon the exercise of any
         Warrants, pursuant to any Stock Purchase Contracts or as part of any
         Units) will, upon the issuance and sale thereof in the manner
         contemplated by the Registration Statement, be legally issued, fully
         paid and nonassessable.

2.       The Debt Securities (including any Debt Securities that may be issuable
         upon the exercise of any Warrants, upon the conversion of any Debt
         Securities or as part of any units) will, upon the issuance and sale
         thereof in the manner contemplated by the Indenture and the
         Registration Statement, be legally issued and binding obligations of
         the Company under the laws of the State of New York, which laws govern
         the Indenture, subject to applicable bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and similar laws affecting
         creditors' rights and remedies generally, and subject to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity).

3.       The Warrants, Stock Purchase Contracts and Stock Purchase Units
         (including any Warrants, Stock Purchase Contracts and Stock Purchase
         Units that may be issuable as part of any Units) will, upon the
         issuance and sale thereof in the manner contemplated by the
         Registration Statement, be legally issued.

         This opinion is limited to the law of the State of New York and I
express no opinion on the law of any other jurisdiction.

         I consent to the use of this opinion as Exhibit 5 to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus constituting Part I thereof.

                                                Very truly yours,

                                                /s/ David R. Birk

                                                David R. Birk
                                                General Counsel

DRB:sp