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EXHIBIT 5
LAW OFFICES OF
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 XXXX XXXXXX XXXXX
XXXXX XXXX, XXXXXXXXXX 00000-0000
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
INTERNET xxx.xxxx.xxx
December 30, 1996
(000) 000-0000
SRS Labs, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: SRS Labs, Inc.
Stock Option Agreement dated January 19, 1994,
between SRS Labs, Inc. and Xxxxxxx X. Xxxxxx
Ladies and Gentlemen:
We have acted as counsel for SRS Labs, Inc., a Delaware
corporation (the "Company"), in connection with the Stock Option Agreement dated
January 19, 1994, between the Company and Xxxxxxx X. Xxxxxx, as amended (the
"Xxxxxx Option Agreement"). We have examined such documents, records, and
matters of law as we have deemed necessary for purposes of this opinion, and
based thereupon we are of the opinion that the shares of the Company's common
stock, $.001 par value per share (the "Common Stock"), that may be issued and
sold pursuant to the Xxxxxx Option Agreement will be, when issued and sold in
accordance with the Xxxxxx Option Agreement, duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement on Form S-8 to be filed by the Company on or about
December 30, 1996, to effect registration of the shares of Common Stock to be
issued and sold pursuant to the Xxxxxx Option Agreement under the Securities Act
of 1933, as amended.
Very truly yours,
/s/ Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
