<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>opiniontoposam.txt
<DESCRIPTION>OPINION OF ADORNO & YOSS P.A.
<TEXT>
                                  ADORNO & YOSS
                           A PROFESSIONAL ASSOCIATION

                      700 SOUTH FEDERAL HIGHWAY, SUITE 200
                            BOCA RATON, FLORIDA 33432
                            TELEPHONE (561) 393-5660
                                 www.adorno.com
                            Facsimile (561) 338-8698



The Singing Machine Company, Inc.
6601 Lyons Road
Building A-7
Coconut Creek FL 33073

     Re:  Post Effective Amendment No. 1 to Registration Statement on Form S-8
          (the "Registration Statement"); The Singing Machine Company, Inc. (the
          "Company") Amended and Restated 1994 Management Stock Option Plan (the
          "Plan")

Ladies and Gentlemen:

         We refer to the Registration Statement on Post Effective Amendment No.
1 on Form S-8 (the "Registration Statement") to be filed by the Company under
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to an aggregate of 379,925 shares ("Shares") of common stock of the
Company to be issued upon the exercise of options granted under the Plan.

         In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Certificate of Incorporation, By-Laws, the Plan and various other agreements and
corporate minutes provided to us by the Company and such other documents and
instruments as we deemed necessary. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.



<PAGE>


         Subject to and in reliance upon the foregoing, we are of the opinion
that the Shares to be issued upon exercise of options granted under the Plan,
when issued in accordance with the terms thereof, will be validly issued, fully
paid and non- assessable. We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the Commission.

                                                     Very truly yours,

                                                     /s/ Adorno & Yoss, P.A.



Date: September 13, 2002

</TEXT>
</DOCUMENT>
