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                                                                  EXHIBIT  5.1

                                Gardner, Carton & Douglas
                           321 North Clark Street, Suite 3400
                                   Chicago, Illinois 60610


August 19, 2002



Andrew Corporation
10500 West 153rd Street
Orland Park, Illinois 60462

         Re:     REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as counsel for Andrew Corporation, a Delaware
corporation (the "Company"), in connection with the proposed sale of up to
16,278,805 shares of Common Stock, $0.01 par value per share, of the Company
(the "Stock") by certain stockholders of the Company referred to in the
Registration Statement filed with the Securities and Exchange Commission on
Form S-3 (the "Registration Statement").  We have examined the Certificate of
Incorporation of the Company, as amended, and such other documents as we have
deemed necessary for the purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the Stock
covered by the Registration Statement has been duly authorized and validly
issued and is fully paid and non-assessable.

         We consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement
and to the filing of this opinion as an Exhibit to the Registration Statement.

                                           Very truly yours,

                                           /s/ Gardner, Carton & Douglas


