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.
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5        Opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

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

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

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

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

23.2     Consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP

23.3     Consent of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (included in Exhibit 5)

24       Power of Attorney (included on signature page)



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