TDK Mediactive Inc – ‘SB-2/A’ on 5/9/96 – EX-5

As of:  Thursday, 5/9/96   ·   Accession #:  912057-96-8749   ·   File #:  33-80827

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of           142    740K 
                          Securities by a Small-Business Issuer                  
 2: EX-1        Underwriting Agreement                                54    225K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders    31    107K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders    38    141K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders     9     46K 
 6: EX-5        Opinion re: Legality                                   3     14K 
 7: EX-9.1      Voting Trust Agreement                                 6     27K 
 8: EX-9.2      Voting Trust Agreement                                 1     10K 
 9: EX-9.3      Voting Trust Agreement                                 1     10K 
10: EX-9.4      Voting Trust Agreement                                 1     10K 
11: EX-10.1     Material Contract                                     17     57K 
12: EX-10.2     Material Contract                                     16     57K 
13: EX-10.3     Material Contract                                     13     47K 
14: EX-10.35    Material Contract                                     12     55K 
15: EX-10.36    Material Contract                                     12     55K 
16: EX-10.37    Material Contract                                     12     55K 
17: EX-10.38    Material Contract                                     11     45K 
18: EX-10.39    Material Contract                                     10     40K 
19: EX-10.40    Material Contract                                      1     10K 
20: EX-10.41    Material Contract                                     23     81K 
21: EX-10.42    Material Contract                                      6     22K 
22: EX-10.43    Material Contract                                      5     23K 
23: EX-10.44    Material Contract                                      6     25K 
24: EX-10.45    Material Contract                                      7     30K 
25: EX-10.46    Material Contract                                      2     11K 
26: EX-23.1     Consent of Experts or Counsel                          1      8K 

EX-5   —   Opinion re: Legality

EX-5
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[MCDERMOTT, WILL & EMERY LETTERHEAD]

                                                                     May 6, 1996

Sound Source Interactive, Inc.                                                  
2985 E. Hillcrest Drive                                                         
Suite A                                                                         
Westlake Village, CA  91362                                                     

Re:  SOUND SOURCE INTERACTIVE, INC.                                     

Gentlemen:                                                                      

   We are providing this opinion in connection with the Registration Statement
(No. 33-80827) of Sound Source Interactive, Inc. (the "Company") on Form SB-2,  
as amended (the "Registration Statement"), filed under the Securities Act of    
1933, as amended.  Capitalized terms used herein without definition have the    
meanings set forth in the Registration Statement.                               

The Registration Statement relates to the following:                    

   (a)  (i) 1,610,000 shares of Common Stock registered for the account of the
     Company, and (ii) 107,500 shares of Common Stock registered for the
account of certain Selling Security Holders;                  

(b)  (i) 1,610,000 Redeemable Warrants registered for the account of the
    Company, and (ii) 5,689,665 Redeemable Warrants registered for the
account of certain Selling Security Holders;                  

(c)  (i) 1,610,000 shares of Common Stock issuable upon exercise of     
        Redeemable Warrants which Redeemable Warrants are being registered for
       the account of the Company, and (ii) 5,689,665 shares of Common Stock
    issuable by the Company upon exercise of Redeemable Warrants which
Redeemable Warrants are being                                 

EX-5
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Sound Source Interactive, Inc.                                                  
May 6, 1996                                                                     
Page 2                                                                          

     registered for the account of certain Selling Security Holders; and

  (d)  (i) the Representative's Warrant, (ii) 140,000 shares of Common Stock
       issuable upon exercise of the Representative's Warrant, (iii) 140,000
    Redeemable Warrants issuable upon exercise of the Representative's
Warrant, and (iv) 140,000 shares of common stock issuable upon
   exercise of the Redeemable Warrants issuable upon exercise of the
Representative's Warrant.                                     

The Common Stock referred to in clauses (a)(i)-(ii), (c)(i)-(ii) and (d)(ii) and
(iv) are herein referred to as the "Shares."  The warrants referred to in       
clauses (b)(i)-(ii) and (d)(i) and (iii) are herein referred to as              
the "Warrants."                                                                 

We have examined (i) the Company's Second Restated Certificate of       
Incorporation and its Amended and Restated By-Laws; (ii) the form of            
Underwriting Agreement to be entered into between the Company and The Boston    
Group, L.P. attached as an exhibit to the Registration Statement; (iii) an      
officer's certificate as to the corporate proceedings of the Company relating to
the issuance of the Shares and the Warrants and other factual matters; and (iv) 
such other documents and records as we have deemed necessary in order to render 
this opinion.                                                                   

Based on the foregoing, it is our opinion that:                         

1.   The Shares have been duly authorized, and when sold as described in
     the Registration Statement for the consideration described therein,
      will be validly issued, fully paid and nonassessable by the Company.

2.   The Warrants have been duly authorized, and when sold as described 
        therein, will be validly issued and enforceable against the Company in
      accordance with their terms, except as enforcement may be limited by
 bankruptcy, insolvency, reorganization or other laws of general
      applicability relating to or affecting the enforcement of creditor's
rights and by general equity principals.                      

EX-5
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Sound Source Interactive, Inc.                                                  
May 6, 1996                                                                     
Page 3                                                                          

   We consent (i) to the use of this opinion as an exhibit to the Registration
Statement and (ii) to the reference to our firm name under the caption "Legal   
Matters" in the Prospectus.                                                     

                         Very truly yours,

                                   /s/ McDermott, Will & Emery

             (SPM)

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/9/96							None on these Dates
		5/6/96		1		3
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