November 20, 1995


                                        

The Board of Directors
Spelling Entertainment Group Inc.
5700 Wilshire Boulevard
Los Angeles, California 90036

     Re:  Form S-3 Registration Statement
          Our File Reference:  33700.00002
          --------------------------------

Gentlemen:

     We have acted as counsel to Spelling Entertainment Group Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 825,400 shares of Common Stock,
$0.001 par value per share (the "Common Stock"), which may be sold from time to
time by the selling stockholders named in the Registration Statement (the
"Selling Stockholders").  The Common Stock which is the subject of the
Registration Statement may be acquired by the Selling Stockholders pursuant to
their exercise of certain warrants which were issued by the Company in
connection with its acquisition of Republic Entertainment Inc. (formerly
Republic Pictures Corporation) (the "Warrants").

     We have reviewed (i) the Certificate of Incorporation of the Company, as
amended (ii) the By-Laws of the Company, as amended (iii) the Written Consent in
Lieu of a Special Meeting of the Board of Directors of Spelling Entertainment
Group Inc., dated April 25, 1994, the resolutions of which authorize the
Warrants, the shares of Common Stock underlying the Warrants and the
Registration Statement, (iv) an Officer's Certificate executed by Sally Suchil,
Secretary of the Company, dated November 20, 1995, (v) a Good Standing
Certificate of the Company dated November 20, 1995, (vi) the Registration
Statement (including exhibits thereto) and (vii) the form of the Second Amended
and Restated Warrant, dated September 7, 1994, from the Company to each of the
Selling Stockholders.

 
The Board of Directors
Spelling Entertainment Group Inc.
November 20, 1995
Page 2


We have also made such inquiries and have examined originals, certified copies
or copies otherwise identified to our satisfaction of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such documents.  For the purpose of rendering this opinion, we have
further assumed the truth, accuracy and completeness of all the representations
and other factual statements contained in such documents.  We have not
undertaken any independent investigation to determine the truth, accuracy or
completeness of any of such factual information, although nothing has come to
our attention that leads us to believe that any such information is incorrect.

     Based upon and subject to the foregoing, we are of the opinion, and so
advise you, as follows:

     The 825,400 shares of the Common Stock which are the subject of the
Registration Statement have been duly and validly authorized and when issued and
paid for pursuant to the terms and conditions of the Warrants, such shares will
be validly issued, fully paid and non-assessable shares of the Company's Common
Stock.

     We are members of the Bar of the State of California.  We have not been
requested to opine, and we have not opined, as to any issues other than those
expressly set forth herein.  This opinion extends only to questions of the law
of the State of California, the corporate law of the State of Delaware and the
federal law of the United States of America.  The information set forth in this
letter is as of the date of this letter and we disclaim any undertaking to
advise you of changes which may thereafter be brought or come to our attention.
This opinion is rendered solely for your benefit and

 
The Board of Directors
Spelling Entertainment Group Inc.
November 20, 1995
Page 3

may not be relied upon by any other person or entity or for any purpose without
our prior written consent in each instance.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference therein to the firm under the caption "Legal
Matters."


                                            Very truly yours,

                                            

                                            /s/ Graham & James
                                            ------------------
                                            GRAHAM & JAMES