EXHIBIT 5.1


                                  [LETTERHEAD]


                                  December 20, 1996





VDI Media
6920 Sunset Boulevard
Hollywood, CA  90028

          Re:  Shares of Common Stock of VDI Media
               -----------------------------------

Gentlemen:

     We have acted as special counsel to VDI Media, a California corporation
(the "Company"), in connection with its Registration Statement on Form S-1, as
amended (the "Registration Statement"), filed pursuant to the Securities Act of
1933, as amended (the "Act"), relating to the proposed offering by the Company
of an aggregate of up to 2,645,000 shares (the "Shares") of the Company's Common
Stock, no par value (the "Common Stock").

     In that connection, we have reviewed the Restated Articles of Incorporation
of the Company, its By-Laws, as amended, resolutions of its Board of Directors
and such other documents and records as we have deemed appropriate.

     On the basis of such review and having regard to legal considerations that
we deemed relevant, it is our opinion that the Shares have been duly authorized,
and upon issuance, delivery and payment therefor in the manner contemplated by
the Registration Statement, will be validly issued, fully paid and
nonassessable.

     We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included therein.  In giving this opinion, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission.


                                        Very truly yours,



                                        /s/ Kaye, Scholer, Fierman,
                                            Hays & Handler, LLP