INDEX TO EXHIBITS EXHIBIT NO. ----------- 5 Opinion of John W. Mitchell 10.1 Stock Option Agreement dated as of October 15, 1996 between Aavid Thermal Technologies, Inc. and Ronald F. Borelli. 10.2 Stock Option Agreement dated as of June 19, 1997...

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                                INDEX TO EXHIBITS


EXHIBIT NO.
-----------


5        Opinion of Xxxx X. Xxxxxxxx

10.1     Stock Option Agreement dated as of October 15, 1996 between Aavid
         Thermal Technologies, Inc. and Xxxxxx X. Xxxxxxx.

10.2     Stock Option Agreement dated as of June 19, 1997 between Aavid Thermal
         Technologies, Inc. and Xxxxxxx X. Xxxxxx.

10.3     Stock Option Agreement dated as of November 1, 1996 between Aavid
         Thermal Technologies, Inc. and Xxxxx Xxxxxxxx.

23.1     Consent of Xxxxxxx & Xxxxxxx, L.L.P.

23.2     Consent of Xxxxxx Xxxxxxxx LLP

23.3     Consent of Xxxx X. Xxxxxxxx (included in Exhibit 5)

24       Power of Attorney (included on signature page)



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