November 3, 1995



Emerson Radio Corp.
Nine Entin Road
Parsippany, NJ  07054

Gentlemen:

You have requested our opinion, as your securities counsel, in connection
with the registration with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a public offering by
certain selling securityholders on a registration statement on Form S-1
(the "Registration Statement") of an aggregate of 5,000,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of Emerson 
Radio Corp. (the "Company").

We have examined and relied upon originals or copies of all such corporate
records of the Company, communications or certifications of public
officials, certificates of officers, directors and representatives of the
Company, and such other documents as we have deemed relevant and necessary
as the basis of the opinions expressed herein.  In making such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents tendered to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic
copies.

Based upon the foregoing and relying upon statements of fact contained in
the documents that we have examined, we are of the opinion that, when the
Registration Statement becomes effective under the Act, the Common Stock
offered by the selling securityholders named in, and covered by, the
Registration Statement, when issued and sold as contemplated in the
Registration Statement, will be legally issued, fully paid, and non-
assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto and to all references to
this firm contained in the Registration Statement.

                                    Very truly yours,
                                    
                                    
                                    
                                    
                                   /s/ LOWENSTEIN, SANDLER, KOHL,
                                         FISHER & BOYLAN, P.A.
                                    

                                    
                                    
                                    LOWENSTEIN, SANDLER, KOHL,
                                       FISHER & BOYLAN, P.A.