Exhibit 5.1
 
				Dan Malstrom
				Attorney at Law
				8 Viox Way
				San Rafael, CA 94901-2660
				Phone 415 485 9251
				Fax 415 457 4477

July 21, 1997

The Todd-AO Corporation
900 N. Seward Street
Los Angeles, California 90038
 
RE:  POST EFFECTIVE AMENDMENT NO. 1
        TO REGISTRATION STATEMENT ON FORM S-8
 
Ladies and Gentlemen:
 
I have examined Post Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Registration No. 33-61603) to be filed by you
with the Securities and Exchange Commission on or about July 22, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 900,000 shares of
your Class A Common Stock (the "Shares") reserved for issuance under the
1995 Stock Option Plan (the "Plan").  As your legal counsel, I 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 my opinion that, when issued and sold in the manner referred to in the
Plan and pursuant to the respective agreements which accompany each grant
under the Plan, the Shares will be legally and validly issued, fully paid
and nonassessable.
 
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever it appears in
the Registration Statement and any amendment thereto.
 
                                  Very truly yours,
 
                                  /s/ Dan Malstrom
 
                                  Dan Malstrom