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                                                                       Exhibit 5
                        STEPTOE & JOHNSON LLP LETTERHEAD


Rockford Corporation
648 South River Drive
Tempe, Arizona  85281

                  Re:      Registration Statement on Form S-8

Gentlemen:


                  In connection with the registration under the Securities Act
of 1933, as amended, of 2,416,816 shares of Common Stock, par value $0.01 per
share, of Rockford Corporation (the "Company") we have examined the Registration
Statement on Form S-8 filed by you with the Securities and Exchange Commission
on October 17, 2000 (the "Registration Statement"), corporate records,
certificates of public officials, Company officers and such other documents as
we deemed appropriate or necessary for the purpose of rendering this opinion.



                  Based on the foregoing, it is our opinion that the shares of
Common Stock of the Company covered by the Registration Statement have been duly
authorized and, when the shares to be sold by the Company and the Selling
Stockholders identified therein have been issued and sold in accordance with the
terms set forth in the Registration Statement, will be validly issued, fully
paid and non-assessable.


                  We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,
                                ------------------
                                Kevin L. Olson
                                STEPTOE & JOHNSON