<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>c69997exv5w1.txt
<DESCRIPTION>OPINION OF WHYTE HIRSCHBOECK DUDEK S.C.
<TEXT>
<PAGE>
                   [WHYTE HIRSCHBOECK DUDEK S.C. LETTERHEAD]


Richard W. Silverthorn
414-274-3966
rsilverthorn@whdlaw.com


                                  June 3, 2002



Koss Corporation
4129 North Port Washington Avenue
Milwaukee, WI  53212

         RE:       REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

         We have acted as counsel for Koss Corporation, a Delaware corporation
(the "Company"), in connection with the Company's registration of its offering
to its key executive employees of up to 621,462 additional shares of its $0.01
par value common stock (the "Common Stock") pursuant to the Koss Corporation
1990 Flexible Incentive Plan (the "Plan").

         In such capacity, we have examined, among other documents, the
Certificate of Incorporation of the Company, as amended, the Bylaws of the
Company, as amended, and the Registration Statement on Form S-8 to be filed by
the Company with the Securities and Exchange Commission on or shortly after the
date of this letter covering the offering of the Company's Common Stock pursuant
to the Plan. Based on the foregoing and such additional investigation as we have
deemed necessary, it is our opinion that the shares of Common Stock to be
offered under the Plan have been legally and validly authorized under the
Certificate of Incorporation of the Company and the Delaware General Corporation
Law. When issued and paid for in accordance with the description set forth in
the Registration Statement and the Plan, the Common Stock will be legally
issued, fully-paid and non-assessable.

         We have prepared this letter as attorneys admitted to practice law in
the State of Wisconsin and do not purport to be experts on Delaware law, nor
have we obtained an opinion of local counsel in the State of Delaware. The
opinion expressed herein is based upon an examination of (a) the Statutes of the
State of Delaware as reported in standard compilations available to us, (b) the
Certificate of Incorporation of the Company, as amended, (c) the Bylaws of the
Company, as amended, (d) the Registration Statement on Form S-8, and (e) our
investigation.



<PAGE>
                   [WHYTE HIRSCHBOECK DUDEK S.C. LETTERHEAD]

                                                                Koss Corporation
                                                                    June 3, 2002
                                                                          Page 2



         We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8.

                                              WHYTE HIRSCHBOECK DUDEK S.C.



                                              By: /s/ Richard W. Silverthorn
                                                  ------------------------------
                                                     Richard W. Silverthorn


RWS/bmj

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</DOCUMENT>
