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OPINION OF BRAND FARRAR BUXBAUM
EXHIBIT 5.1
July 11, 2000
Spatializer Audio Laboratories, Inc.
20700 Ventura Boulevard, Suite 140
Woodland Hills, California 91634
Re: Spatializer Audio Laboratories, Inc.
1996 Incentive Plan
3,559,467 Shares of Common Stock, $.01 Par Value
Ladies and Gentlemen:
We have acted as counsel for Spatializer Audio Laboratories, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 3,559,467 shares of the Company's
Common Stock, $.01 par value (the "Common Stock"), which may be issued pursuant
to the Company's 1996 Incentive Plan (the "Plan").
We have examined or considered:
1. A copy of the Certificate of Incorporation of the Company.
2. The Amended and Restated By-Laws of the Company.
3. Confirmation of the Secretary of the State of Delaware as to the
good standing of the Company in that state.
4. A Certificate of the Secretary of the Company relating to
resolutions duly adopted by the Board of Directors of the
Company regarding the Plan.
5. A Certificate of the Secretary of the Company relating to the
approval of the Plan by the stockholders of the Company.
6. A copy of the Plan.
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Spatializer Audio Laboratories, Inc.
July 11, 2000
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In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock to be sold by
the Company have been duly taken, and the Common Stock, upon issuance pursuant
to the terms of the Plan, will be duly authorized, legally and validly issued,
fully paid and nonassessable.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/S/ Brand Farrar & Buxbaum LLP
BRAND FARRAR & BUXBAUM LLP
