1 EXHIBIT 5 LAW OFFICES OF Paul, Hastings, Janofsky & Walker LLP A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 695 TOWN CENTER DRIVE COSTA MESA, CALIFORNIA 92626-1924 TELEPHONE (714) 668-6200 FACSIMILE (714) 979-1921 INTERNET www.phjw.com September 8, 1997 (714) 668-6200 SRS Labs, Inc. 2909 Daimler Street Santa Ana, California 92705 Re: SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan Ladies and Gentlemen: We have acted as counsel for SRS Labs, Inc., a Delaware corporation (the "Company"), in connection with the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan (the "Amended 1996 Plan"). We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion, and based thereupon we are of the opinion that the shares of the Company's common stock, $.001 par value per share (the "Common Stock"), that may be issued and sold pursuant to the Amended 1996 Plan will be, when issued and sold in accordance with the Amended 1996 Plan, duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be filed by the Company on or about September 8, 1997, to amend the registration of the shares of Common Stock to be issued and sold pursuant to the Amended 1996 Plan under the Securities Act of 1933, as amended. Very truly yours, /s/ Paul, Hastings, Janofsky & Walker LLP