<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>exhibit5.txt
<DESCRIPTION>TROY GOULD OPINION ON S-8
<TEXT>



                                    EXHIBIT 5

                      Troy & Gould Professional Corporation
                       1801 Century Park East, 16th Floor
                          Los Angeles, California 90067


                                                                 April 27, 2004

RF Industries, Ltd.
7610 Miramar Road, Building 6000
San Diego, California  92126


Re:      Registration Statement on Form S-8 for RF Industries Ltd.
         --------------------------------------------------------

Ladies and Gentlemen:

     The  referenced  Registration  Statement  on Form  S-8  (the  "Registration
Statement")  is being filed by RF  Industries  Ltd., a Nevada  corporation  (the
"Corporation"),  with the Securities and Exchange  Commission (the "Commission")
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registration  Statement covers 300,000 shares of the Corporation's common stock,
$0.01 par value (the  "Common  Stock"),  that may be issued  pursuant to the (i)
Agreement,  dated April 30, 2001 , between the  Corporation  and Robert  Macias,
(ii)  Agreement,  dated  January  6, 2003,  between  the  Corporation  and Manny
Gutsche,  and (iii) Agreement,  dated April 30, 2001 between the Corporation and
Conrad Neri (collectively,  the "Plans"). We are rendering this opinion pursuant
to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.

     In  connection  with  this  opinion,  we  have  examined  the  Articles  of
Incorporation of the Corporation and any amendments thereto,  the By-Laws of the
Corporation  and  any  amendments   thereto,   records  of  proceedings  of  the
Corporation's Board of Directors and confirmatory resolutions deemed by us to be
relevant to this opinion,  the  Registration  Statement and other  documents and
agreements we deemed  necessary for purposes of expressing the opinion set forth
herein.  We also have made such  further  legal  and  factual  examinations  and
investigations as we deemed necessary for purposes of expressing the opinion set
forth herein.

     In our examination,  we have assumed (without investigation or inquiry) the
legal capacity of all natural  persons,  the genuineness of all signatures,  the
authenticity and completeness of all documents submitted to us as originals, the
conformity  to original  documents of documents  submitted to us as certified or
photostatic  copies, and the authenticity of the originals of such copies. As to
any  facts  material  to  the  opinion   expressed   herein  which  we  did  not
independently   establish  or  verify,   we  have  relied  on   statements   and
representations  of officers and other  representatives  of the  Corporation and
others.

The law covered by our opinion is limited to the  internal  laws of the State of
California. We neither express nor imply any opinion with respect to the laws of
any other  jurisdiction,  and we assume no  responsibility  with  respect to the
application or effect of the laws of any other jurisdiction. For the purposes of
this opinion we have assumed that Nevada law is the same as California law.

     This opinion is provided to the  Corporation  and the  Commission for their
use solely in connection with the transactions  contemplated by the Registration
Statement and may not be used,  circulated,  quoted or otherwise  relied upon by
any other person or for any other purpose without our express  written  consent.
The only opinion  rendered by us consists of the matter set forth below,  and no
opinion may be implied or inferred beyond that expressly stated.

     Based upon the  foregoing,  it is our opinion  that the  300,000  shares of
Common Stock covered by the Registration  Statement and to be issued pursuant to
the Plans,  when  issued by the  Corporation  in  accordance  with the terms and
conditions  of the Plans,  will be legally  and validly  issued,  fully paid and
nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and  further  consent  to the use of our name  wherever
appearing  in the  Registration  Statement.  In giving such  consent,  we do not
thereby  admit that we are  within the  category  of  persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Commission thereunder.


                                Very truly yours,

                                /s/  Troy & Gould Professional Corporation
                                -------------------------------------------





</TEXT>
</DOCUMENT>
