[Letterhead of Rutan & Tucker, LLP]

                                  June 17, 2004

I/OMagic Corporation
4 Marconi
Irvine, California 92618

     Re:     Registration  Statement  on  Form  S-8

Ladies  and  Gentlemen:

     At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") to be filed by I/OMagic Corporation, a
Nevada corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of up to 400,000 shares of common stock, $.001
par value per share, of the Company (the "Shares"). The Shares are to be sold by
the Company upon the exercise of stock options to be granted by the Company
under its 2003 Stock Option Plan. The Shares will be offered and sold pursuant
to the Company's Registration Statement to be filed with the Commission.

     As counsel for the Company and for purposes of this opinion, we have made
those examinations and investigations of legal and factual matters we deemed
advisable and have examined the originals, or copies certified to our
satisfaction as being true copies, of those corporate records, certificates,
documents and other instruments which, in our judgment, we considered necessary
or appropriate to enable us to render the opinion expressed below. For these
purposes, we have relied upon certificates provided by public officials and by
officers of the Company as to certain factual matters. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
the latter documents.

     On the basis of the foregoing, and solely relying thereon, we are of the
opinion that the Shares are duly authorized and, provided the Shares are issued,
delivered and paid for in the manner and upon the terms contemplated by the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.


                                         Respectfully  submitted,

                                         /s/  RUTAN  &  TUCKER,  LLP