EX-5 2 file2.htm OPINION OF LEVY, STOPOL & CAMELO, LLP


                                                                       EXHIBIT 5

                                                                October 13, 2006


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                  Re:   Audiovox Corporation - Registration Statement
                        on Form S-8 filed October 13, 2006
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Dear Sir or Madam:

     We are counsel to Audiovox Corporation, a Delaware corporation (the
"Registrant"). We furnish this opinion in connection with the above-referenced
Registration Statement relating to the offer and sale by Registrant of up to
1,500,000 shares (the "Shares") of Class A common stock, $.01 par value per
share (the "Common Stock") issuable under the Registrant's 2006 Stock
Compensation Plan.

     We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Registrant, minutes of meetings of the Board of Directors of the
Registrant and such other documents, instruments and certificates of officers
and representatives of the Registrant and public officials, and we have made
such examination of the law, as we have deemed appropriate as the basis for the
opinion hereinafter expressed. In making such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents of all copies
submitted to us as conformed and certified or reproduced copies. We have also
assumed that the Shares will not be issued for less than their par value.

     Based upon the foregoing and subject to the assumptions, qualifications and
limitations set forth hereinafter, we are of the opinion that when the Shares
have been issued, sold and delivered in compliance with the 2006 Plan and the
accompanying agreements and in the manner contemplated by the Registration
Statement, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.

     The foregoing opinion is qualified in its entirety and subject to the
following:

     A. We express no opinion as to the laws of any jurisdiction other than the
Delaware General Corporation Law and applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.

     B. This letter is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. We assume herein
no obligation, and hereby disclaim any obligation, to make any inquiry after the
date hereof or to advise you of any future changes in the foregoing or of any
facts or circumstances that may hereafter come to our attention.




     We consent to the reference to this firm in the Registration Statement and
to the filing of this opinion as Exhibit 5 to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.

                                               Very truly yours,


                                               /s/ Levy, Stopol & Camelo, LLP
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                                               Levy, Stopol & Camelo, LLP