1
                                                                     EXHIBIT 5.1


                                  July 30, 1996


ReSound Corporation
220 Saginaw Drive
Seaport Centre
Redwood City, CA  94063

         REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 31, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,400,000 additional shares of
your Common Stock (the "Shares") reserved for issuance under the 1988 Stock
Option Plan, as amended (the "Option Plan") and the 1992 Employee Stock Purchase
Plan, as amended (the "Purchase Plan"). As your legal counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares under the Option
Plan and the Purchase Plan.

         It is our opinion that, when issued and sold in the manner referred to
in the Option Plan and the Purchase Plan and pursuant to the respective
agreement which accompanies each grant under the Option Plan and the Purchase
Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.

                                            Sincerely,

                                            VENTURE LAW GROUP,
                                            A Professional Corporation


EJB