EXHIBIT 5.1

                          [OPINION OF MCBREEN & KOPKO]


May 29, 2002


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 May 29, 2002 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 5,018,959 shares of your Common Stock
issued or issuable upon conversion of certain convertible subordinated debt or
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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