Exhibit 5.1



                                                    May 13, 1999

                                                                       

Comarco, Inc.
Bentall Executive Centre
1551 North Tustin Ave.
Suite 840
Santa Ana, CA  92705

Ladies and Gentlemen:

         You have  requested  our opinion with respect to 600,000  shares of the
common stock (the "Shares"),  of Comarco,  Inc., a California  corporation  (the
"Company"),  which Shares the Company  will issue from time to time  pursuant to
the terms of the Company's Employee Share Exchange Program (the "Program").  The
Shares  are  the  subject  of  a   Registration   Statement  on  Form  S-8  (the
"Registration  Statement"),  to which this opinion is attached as an exhibit, to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended.

         We have  examined such  documents and records of corporate  proceedings
taken in connection  with the Program,  and have considered such matters of law,
as we have deemed relevant to this opinion.

         Based upon the foregoing  examinations,  we are of the opinion that the
Shares have been duly  authorized,  and when issued in accordance with the terms
the  Plan,   will  be  duly   authorized,   validly   issued,   fully  paid  and
non-assessable.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration Statement.

                                                     Very truly yours,


                                                     /s/ RIORDAN & MCKINZIE