1

                                                                     Exhibit 5.1


                               February 18, 1998


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 February 18, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 650,000 shares of your Common Stock (the
"Shares") reserved for issuance under the 1997 Stock Plan (the "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 Plan.

     It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the respective agreement which accompanies each grant
under the 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