Exhibit 5.1
October 16, 2000
Sound Source Interactive, Inc.
26115 Mureau Road
Suite B
Calabasas, CA 91302-3126
Gentlemen:
We have acted as counsel for Sound Source Interactive, 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 1,000,000 shares of the Company's
Common Stock, $.001 par value per share (the "Common Stock"), which may be
issued pursuant to the Company's 1999 Director Stock Plan, as amended (the
"Plan").
We have examined: (i) the Company's Second Restated Certificate of
Incorporation and Amended and Restated By-Laws; (ii) an officers' certificate
as to the corporate proceeding of the Company relating to the Registration
Statement and other factual matters; (iii) a copy of the Plan; and (iv) such
other documents and records as we have deemed necessary in order to render
this opinion.
Based upon the forgoing, we are of the opinion that:
1. All legal and corporate proceedings necessary for the issuance of
shares of Common Stock under the Plan have been duly taken.
2. The Common Stock, upon issuance pursuant to the terms of the Plan,
will be 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 as an Exhibit to the Registration
Statement.
Very truly yours,
Swidler Berlin Shereff Friedman, LLP
