EXHIBIT 5

                               November 24, 1997

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

Ladies and Gentlemen:

      We have acted as special counsel for Play-By-Play Toys & Novelties, Inc.,
a Texas corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-1 (No. 333-39291) (the "Registration
Statement"), filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the proposed offering of 3,135,000 shares (the "Shares") of the
common stock, no par value (the "Common Stock"), of the Company, of which
2,500,000 shares (plus 375,000 shares subject to an underwriters' over-allotment
option) are being offered by the Company and 635,000 shares (plus 95,250 shares
subject to an underwriters' over-allotment option) are being offered by the
Selling Shareholders (as defined in the Registration Statement). The Shares are
proposed to be sold by the Company and the Selling Shareholders pursuant to a
Purchase Agreement (as defined in the Registration Statement), the form of which
is filed as Exhibit 1 to the Registration Statement.

      In connection the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company, agreements and other instruments, certificates of public
officials and of officers of the Company and other instruments and documents as
we have deemed necessary as a basis for the opinions hereinafter expressed.
Where facts material to the opinions hereinafter expressed were not
independently established by us, we have relied upon the statements of officers
of the Company where we deemed such reliance appropriate under the
circumstances.

      Based upon the foregoing, it is our opinion that (i) the Shares to be sold
pursuant to the Registration Statement have been duly and validly authorized,
(ii) the 635,000 shares of Common Stock to be sold by the Selling Shareholders
are legally issued, fully paid and nonassessable and (iii) the 2,500,000 shares
of Common Stock to be sold by the Company, when issued and delivered as
described in the prospectus forming a part of the Registration Statement, will
be legally issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion with the SEC as an exhibit
to the Registration Statement and to the reference to us under "Legal Matters"
in the prospectus forming a part of the Registration Statement. In giving this
consent, we do not thereby admit that we fall within the 

Play-By-Play Toys & Novelties, Inc.
November 24, 1997
Page 2

category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the SEC thereunder.

                                    Respectfully submitted,

                                    Thompson & Knight, P.C.
                                    A Professional Corporation

                                    By: /s/ MICHAEL L. BENGTSON,
                                            Michael L. Bengtson,
                                            Shareholder