EXHIBIT 5.1

                          [OPINION OF MCBREEN & KOPKO]



December 21, 2001

Sonic Foundry, Inc.
1617 Sherman Avenue
Madison, WI 53704

                       REGISTRATION STATEMENT ON FORM S-3



Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 which you intend to
file with the Securities and Exchange Commission on or about December 21, 2001
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,944,601 shares of your Common Stock
issued or issuable upon exercise of certain warrants (the "Shares") to be sold
by certain stockholders described in the Registration Statement (the "Selling
Stockholders"). As your legal counsel, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with the sale of the Shares by the Selling Stockholders in the manner set forth
in the Registration Statement in the section entitled "Plan of Distribution."

     It is our opinion that the Shares, when sold by the Selling Stockholders in
the manner referred to in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.

Sincerely,
MCBREEN & KOPKO

/s/ MCBREEN & KOPKO
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