EXHIBIT 5.1
                                                                     -----------


                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                              New York, N.Y. 10174


                                           May 15, 2002

Tremor Entertainment Inc.
2621 West Empire Avenue
Burbank, California  91504

Gentlemen:

          We have acted as counsel to Tremor Entertainment Inc., a Nevada
corporation (the "Registrant") in connection with its Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission (the "SEC") relating to the resale of an aggregate of
1,250,000 shares of the common stock, par value $.001 per share, of the
Registrant (the "Shares"), issued to each of (i) Steven Oshinsky, the Chief
Executive Officer of the Registrant, pursuant to that letter agreement dated as
of April 1, 2002 with the Company; (ii) each of Karl Flowers and Keith Boesky,
as consultants to the Registrant pursuant to those certain Consulting Agreement
dated as of April 1, 2002 and March 25, 2002, respectively, with the Company;
and (iii) Martin E. Weisberg, a director to the Registrant, pursuant to that
Letter Agreement dated as of April 1, 2002 with the Company (collectively, the
"Plans").

          In rendering the opinions expressed below, we have examined originals
or copies satisfactory to us, of: (i) the Registration Statement; (ii) the
Registrant's Articles of Incorporation; (iii) the Registrant's By-laws; (iv)
resolutions of the Registrant's board of directors approving each of the Plans;
and (v) the Plans (items (ii) through (iv) will be referred to collectively as
the "Organizational Documents"). We have also reviewed such other matters of law
and examined and relied upon all such corporate records and all such agreements,
certificates and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed, including, without limitation,
certificates from Messrs. Boesky and Flowers, as consultants, and an officer of
the Registrant. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of documents submitted to us as
copies. As to any facts material to such opinion, we have, to the extent that
relevant facts were not independently established by us, relied on certificates
of public officials and certificates, oaths and declarations of officers or
other representatives of the Registrant.





          Our opinion is limited to the date hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof. Whenever any opinion of ours refers to
or includes the performance of any obligation or the issuance of any instrument
or certificate after the date hereof, it is based on our assumption that: (a)
all relevant facts and circumstances will be the same at such future time as we
believe them to be on the date hereof; (b) each party will have taken all future
or further actions necessary or appropriate thereto; (c) no relevant liens,
filings, approvals, permits or similar items will have expired or otherwise
adversely changed; and (d) no changes will have occurred in any of the
Registration Statement, the Plans, the Organizational Documents, or other
relevant certificates and documents, applicable law, trade usage or course of
dealings.

          Finally, we are counsel admitted to practice only in the State of New
York, and we express no opinions as to the applicable laws of any jurisdiction
other than those of the State of New York, the General Corporate Law of the
State of Nevada and the United States of America.

          Based upon and subject to the foregoing, we are of the opinion that
the Shares to be issued pursuant to the Plans will be, when issued pursuant to
the provisions of the Plans, validly issued, fully paid and non-assessable.

          We hereby consent to the filing of a copy of this opinion as an
exhibit to the Registrant's Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 (the "Act"), the rules
and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-B
promulgated under the Act.


                                   Very truly yours,


                                   /s/ JENKENS & GILCHRIST PARKER CHAPIN LLP