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EXHIBIT 5
LAW OFFICES OF
Paul, Hastings, Janofsky & Walker LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
695 TOWN CENTER DRIVE
COSTA MESA, CALIFORNIA 92626-1924
TELEPHONE (714) 668-6200
FACSIMILE (714) 979-1921
INTERNET www.phjw.com
September 18, 2000
(714) 668-6200
SRS Labs, Inc.
2909 Daimler Street
Santa Ana, California 92705
Re: SRS Labs, Inc. Amended and Restated
1996 Long-Term Incentive Plan, as amended
Ladies and Gentlemen:
We have acted as counsel for SRS Labs, Inc., a Delaware corporation
(the "Company"), in connection with the SRS Labs, Inc. Amended and Restated 1996
Long-Term Incentive Plan, as amended (the "Amended Plan"). 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"),
which are to be registered under the Registration Statement (hereinafter
defined) and that may be issued and sold pursuant to the Amended Plan will be,
when issued and sold in accordance with the Amended Plan, 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
September 18, 2000, to effect registration of the shares of Common Stock to be
issued and sold pursuant to the Amended Plan under the Securities Act of 1933,
as amended (the "Registration Statement").
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
