OPINION OF WILSON SONSINI GOODRICH & ROSATI

WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
JOHN ARNOT WILSON
RETIRED
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811


EXHIBIT 5.1


August 22, 1997

SCM Microsystems, Inc.
131 Albright Way
Los Gatos, California 95032

RE: REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1, filed by you
with the Securities and Exchange Commission (the "Commission") on August 22,
1997 (the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of up to 3,370,000 shares of your Common
Stock, par value $0.001 per share (the "Shares"). The Shares include an over-
allotment option granted by the Company to the Underwriters in the offering for
resale to the public as described in the Registration Statement. As your counsel
in connection with this transaction, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares.

It is our opinion that upon conclusion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon your completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, the Shares, when issued and sold in
the manner described 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 appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI
A Professional Corporation