EXHIBIT 5.1

            [MELTZER, LIPPE, GOLDSTEIN & SCHLISSEL, P.C. LETTERHEAD]





                                  Septmeber 26, 2000

Division of Corporate Finance
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, D.C.  20549

                  Re: Hauppauge Digital Inc.
                      2000 Performance and Equity Incentive Plan

Gentlemen:

     We have acted as counsel for Hauppauge Digital Inc., a Delaware corporation
(hereinafter  called the  "Company") in connection  with the proposed  issue and
sale by the Company of a maximum of 500,000  shares of Common  Stock  subject to
the provisions of the Company's 2000  Performance and Equity Incentive Plan (the
"Plan").

     As  counsel  to the  Company,  we have  examined  the  Minute  Books of the
Company,  together with copies of its Articles of Incorporation and By-Laws.  We
have also examined the Plan and the proposed Registration  Statement on Form S-8
to be  filed  with  the  Securities  and  Exchange  Commission.  Based  upon the
foregoing,  and our examination of such other documents as we deemed  pertinent,
we are of the opinion that:

     1. The Company is a corporation  duly organized and validly existing and in
good standing under and by virtue of the laws of the State of Delaware.

     2. The authorized  capital of the Company consists of 25,000,000  shares of
Common  Stock,  par value $.01 per share,  of which  9,275,176  shares of Common
Stock  are   presently   legally   issued  and   outstanding,   fully  paid  and
non-assessable, not including treasury shares.

     3. The shares of Common Stock of the Company to be issued upon the exercise
of the Options are validly  authorized  and,  assuming  (a) the shares of Common
Stock so issuable will be validly  authorized  on the dates of exercise,  (b) on
the dates of exercise,  the Options will have been duly  executed,  issued,  and
delivered, will constitute the legal, valid and binding

214820.1


                                        i





obligations  of  the  Company,  and  will  (subject  to  applicable  bankruptcy,
insolvency,  and other laws affecting the  enforceability  of creditors'  rights
generally) be enforceable as to the Company in accordance with their terms,  and
(c) no change occurs in the applicable law or the pertinent  facts,  then,  when
(d) the  pertinent  provisions  of such blue sky and  securities  laws as may be
applicable  have  been  complied  with  and (e) the  Options  are  exercised  in
accordance  with  their  terms and the terms of the Plan,  the  shares of Common
Stock so issuable will be validly issued, fully paid and non-assessable.

                                Very truly yours,


                                /s/ Meltzer, Lippe, Goldstein & Schlissel, P.C.
                                -----------------------------------------------
                                Meltzer, Lippe, Goldstein & Schlissel, P.C.




214820.1


                                       ii