ADORNO & YOSS
                           A PROFESSIONAL ASSOCIATION

                      700 SOUTH FEDERAL HIGHWAY, SUITE 200
                            BOCA RATON, FLORIDA 33432
                            TELEPHONE (561) 393-5660
                                 www.adorno.com
                            Facsimile (561) 338-8698



The Singing Machine Company, Inc.
6601 Lyons Road
Building A-7
Coconut Creek FL 33073

     Re:  Registration Statement on Form S-8 (the "Registration Statement"); The
          Singing Machine Company, Inc. (the "Company") Year 2001 Stock Option
          Plan (the "Plan")

Ladies and Gentlemen:

         This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission ("Commission") with respect to registration
by the Singing Machine Company, Inc., a Delaware corporation (the "Company") of
an aggregate of 1,950,000 shares of common stock of the Company (the "Shares").
The Shares are covered by the Registration Statement and consist of 1,950,000
shares of the Company's common stock to be issued upon the exercise of options
to be granted under the Plan.

         In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Certificate of Incorporation, By-Laws, the Plan and various other agreements and
corporate minutes provided to us by the Company and such other documents and
instruments as we deemed necessary. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.





         Subject to and in reliance upon the foregoing, we are of the opinion
that the Shares to be issued upon exercise of options granted under the Plan,
when issued in accordance with the terms thereof, will be validly issued, fully
paid and non- assessable. We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the Commission.

                                                     Very truly yours,

                                                     /s/ Adorno & Yoss, P.A.



Date: September 13, 2002