June 27, 1996





Play By Play Toys & Novelties, Inc.
4400 Tejasco
San Antonio, TX  78218-0267

RE:   Play By Play Toys & Novelties, Inc.
      Registration Statement on Form S-8

Gentlemen:

We have acted as securities counsel for Play By Play Toys & Novelties, Inc. (the
"Company") in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933 to be
filed with the Securities and Exchange Commission (the "Commission") on June 27,
1996, in connection with the registration of seven hundred thousand (700,000)
shares of Common Stock, no par value, to be issued under the Play By Play Toys &
Novelties, Inc. 1994 Incentive Plan, as amended (the "Plan"), and of sixty-two
thousand (62,000) shares issuable upon the exercise of certain Non-Plan Options
granted outside of the Plan (the "Non-Plan Options") (the aggregate of such
seven hundred sixty-two thousand [762,000] shares of Common Stock referred to
herein as the "Shares").

In connection with the preparation of the Registration Statement and the
proposed issuance and sale of the Shares in accordance with the Plan and the
Non-Plan Options, and the Form S-8 prospectus to be delivered thereunder, we
have made certain legal and factual examinations and inquiries and examined,
among other things, such documents, records, instruments, agreements,
certificates and matters as we have considered appropriate and necessary for the
rendering of this opinion. We have assumed for the purpose of this opinion the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies, and the
genuineness of the signatures thereon. As to various questions of fact material
to this opinion, we have, when relevant facts were not independently
established, relied, to the extent deemed proper by us, upon certificates and
statements of officers and representatives of the Company.

Based on the foregoing and in reliance thereon, it is our opinion that the
Shares have been duly authorized and, after the Registration Statement becomes
effective and after any post-effective amendment required by law is duly
completed, filed and becomes effective, and when the applicable provisions of
"Blue Sky" and other state securities laws shall have been complied with, and
when the Shares are issued and sold in accordance with the Plan or the Non-Plan
Options, as the case may be, and the Form S-8 prospectus to be delivered to
participants in the Plan and/or the participating non-plan option holders, the
Shares will be legally issued, fully paid and non-assessable.

We hereby consent to the inclusion of our opinion as Exhibit "5" to the
Registration Statement and further consent to the reference to this firm in the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Commission
thereunder.

This opinion is rendered solely for your benefit in accordance with the subject
transaction and is not to be otherwise used, circulated, quoted or referred to
without our prior written consent. We are opining herein as to the effect on the
subject transaction only of United States federal law, the Texas Business
Corporation Act and the General Corporation Law of the State of Kansas, without
regard for choice of law principles, and we assume no responsibility as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.

Yours very truly,

KLENDA, MITCHELL, AUSTERMAN & ZUERCHER, L.L.C.

By  /s/ MICHAEL R. BIGGS
    Michael R. Biggs, a Member

MRB:bll