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