<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>ex5_1.txt
<DESCRIPTION>OPINION OF DORSEY & WHITNEY LLP
<TEXT>
                                                                     EXHIBIT 5.1


                      [letterhead of Dorsey & Whitney LLP]

                                January 31, 2002

Data I/O Corporation
10525 Willows Road NE
Redmond, Washington 98052


          Re: Registration Statement on Form S-8

Ladies and Gentlemen:


     We have acted as counsel to Data I/O Corporation,  a Washington corporation
(the  "Company"),  in connection with a Registration  Statement on Form S-8 (the
"Registration  Statement")  relating to the sale by the Company of up to 300,000
shares  of the  Company's  common  stock,  without  par  value  per  share  (the
"Shares"),  pursuant to the Data I/O  Corporation  1982 Employee  Stock Purchase
Plan, as amended (the "ESPP").

     We have examined such  documents and have reviewed such questions of law as
we have  considered  necessary and  appropriate for the purposes of the opinions
set forth below.

     In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the  conformity to authentic  originals of all documents  submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all  natural  persons  and,  with  respect to all  parties to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority  (corporate or otherwise) to execute,  deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid,  binding and enforceable  obligations of such parties. As to questions of
fact material to our opinions,  we have relied upon  certificates of officers of
the Company and of public officials.

     Based on the  foregoing,  we are of the  opinion  that the Shares have been
duly authorized and, upon issuance,  delivery and payment therefor in accordance
with  the  terms  of  the  ESPP,  will  be  validly   issued,   fully  paid  and
nonassessable.

     Our  opinions  expressed  above  are  limited  to the laws of the  State of
Washington.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                   Very Truly Yours,

                                   /s/ Dorsey & Whitney LLP




</TEXT>
</DOCUMENT>
