EXHIBIT 5.1
[MELTZER, LIPPE, GOLDSTEIN & SCHLISSEL, P.C. LETTERHEAD]
September 25, 2000
Division of Corporate Finance
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, D.C. 20549
Re: Hauppauge Digital Inc.
Employee Stock Purchase Plan
Gentlemen:
We have acted as counsel for Hauppauge Digital Inc., a Delaware corporation
(hereinafter called the "Company") in connection with the proposed issue and
sale by the Company of a maximum of 100,000 shares of Common Stock subject to
the provisions of the Company's Employee Stock Purchase Plan (the "Plan").
As counsel to the Company, we have examined the Minute Books of the
Company, together with copies of its Articles of Incorporation and By-Laws. We
have also examined the Plan and the proposed Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission. Based upon the
foregoing, and our examination of such other documents, and inquiring of the
Company's transfer agent as we deemed pertinent, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing and in
good standing under and by virtue of the laws of the State of Delaware.
2. The authorized capital of the Company consists of 25,000,000 shares of
Common Stock , par value $.01 per share, of which 9,275,176 shares of Common
Stock are presently legally issued and outstanding, fully paid and
non-assessable, not including treasury shares.
3. The shares of Common Stock of the Company to be issued upon the exercise
of the Options are validly authorized and, assuming (a) the shares of Common
Stock so issuable will be validly authorized on the dates of exercise, (b) on
the dates of exercise, the Options will have been duly
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executed, issued, and delivered, will constitute the legal, valid and binding
obligations of the Company, and will (subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of creditors' rights
generally) be enforceable as to the Company in accordance with their terms, and
(c) no change occurs in the applicable law or the pertinent facts, then, when
(d) the pertinent provisions of such blue sky and securities laws as may be
applicable have been complied with and (e) the Options are exercised in
accordance with their terms and the terms of the Plan, the shares of Common
Stock so issuable will be validly issued, fully paid and non-assessable.
Very truly yours,
/s/ Meltzer, Lippe, Goldstein & Schlissel, P.C.
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Meltzer, Lippe, Goldstein
& Schlissel, P.C.
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