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                                                                     EXHIBIT 5.1

          [FEDER KASZOVITZ ISAACSON WEBER SKALA & BASS LLP LETTERHEAD]


                                 March 30, 1998


JAKKS Pacific, Inc.
22761 Pacific Coast Highway
Malibu, CA 90265


Gentlemen:


     We have acted as counsel for JAKKS Pacific, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company of
a registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, relating to the public offering of 2,293,476 shares of
common stock, par value $.001 per share, of the Company. Capitalized terms are
used herein as defined in the Registration Statement.

     We have examined the Registration Statement, the Debentures and the
Convertible Loan Agreement relating thereto, and the warrants and option
agreements upon the exercise of which Shares are to be issued. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of the Company's Certificate of Incorporation and by-laws, records
of corporate proceedings, including minutes of meetings and written consents of
the Board of Directors and stockholders, certificates of public officials or
officers or other authorized representatives of the Company, and such other
instruments and documents, and we have made such examination of law as we have
deemed necessary to form the basis of the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as copies thereof.

     Based on the foregoing, we are of the opinion that:

     (a) The currently outstanding Shares are duly authorized, validly issued,
fully paid and non-assessable.

     (b) The Shares issuable upon conversion of the Debentures or upon exercise
of the warrants or options referred to in the Registration Statement have been
duly authorized and reserved for issuance and when issued in accordance with the
terms of the Debentures, warrants or options, respectively, will be validly
issued, fully paid and nonassessable.



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JAKKS Pacific, Inc.
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March 30, 1998


     We hereby consent to the reference to this firm in the Registration
Statement under the caption "Legal Matters" and to the filing of this opinion as
an exhibit to the Registration Statement.


                                        Very truly yours,


                                        /S/ Feder, Kaszovitz, Isaacson,
                                            Weber, Skala & Bass LLP