[Letterhead]


                                   October 3, 1997


Mr. John P. Wilmers
President and Chief Executive Officer
Ballantyne of Omaha, Inc.
4350 McKinley Street
Omaha, NE.  68112

    Re:  Registration of 400,000 Additional Shares on Form S-8

Dear Mr. Wilmers:

    We have acted as legal counsel for Ballantyne of Omaha, Inc., a Delaware
corporation, (the "Company") in connection with the Company's preparation of the
above-referenced registration of additional shares on Form S-8 (the "Form S-8")
being filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, (the "Act") and the prospectus which is
not filed, but is included as a part of the Form S-8 (the "Prospectus").  The
registration of additional shares on the Form S-8 and the Prospectus relate to
the Company's 1995 Stock Option Plan (the "Plan").  All of the shares are to be
offered and sold by the Company pursuant to the Plan and in the manner set forth
in the Plan, Form S-8 and Prospectus.

    In connection herewith, we have examined: (i) the Form S-8 and the
Prospectus; (ii) the Certificate of Incorporation, as amended, and the Bylaws,
as amended, of the Company; (iii) the corporate minutes and proceedings of the
Company applicable to filing of the Form S-8; and (iv) such other proceedings,
documents and records as we deemed necessary or appropriate for the purposes of
making this opinion.  In making such examinations, we have assumed the
genuineness of all signatures on all documents and conformed originals to all
copies submitted to us as conformed or photocopies.  In addition to such
examination, we have ascertained or verified such additional facts as we deemed
necessary or appropriate for purposes of this opinion.  However, as to various
questions of fact material to our opinion, we have relied upon 


                                      EXHIBIT 5




representations, statements or certificates of officers, directors, or
representatives of the Company or others.

    Based upon the foregoing, we are of the opinion that: (i) the Company has
been legally incorporated and is validly existing under the laws of the state of
Delaware; and (ii) the shares issued pursuant to the Plan, upon issuance and
payment therefor, as contemplated by the Plan, Form S-8 and the Prospectus, will
be validly issued, fully paid and non-assessable common stock of the Company.

    We hereby consent to the filing of the opinion as an exhibit to the Form
S-8 and to any references to our firm in the Prospectus.  In giving this
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the Rules and Regulations of
the Commission promulgated thereunder.


                                       Very truly yours,



                                       Cline, Williams, Wright, Johnson & 
                                       Oldfather