EXHIBIT 5.1

                               Form of Opinion

                               KIRKLAND & ELLIS

               PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS

                          777 South Figueroa Street

                        Los Angeles, California 90017

                                (213) 680-8400

                          Facsimile: (213) 680-8500

                                    , 2000

Artisan Entertainment Inc.
2700 Colorado Avenue
Santa Monica, California 90404

        Re: Artisan Entertainment Inc.
            Registration Statement on Form S-1
            Registration No. 333-30722

Ladies and Gentlemen:

      We are acting as counsel to Artisan Entertainment Inc., a Delaware
corporation (the "Company") and the selling stockholders identified in the
registration statement (the "Selling Stockholders"), in connection with the
proposed registration by the Company of 6,000,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), plus up to an
additional 450,000 shares of the Company's Common Stock by the Company to cover
over-allotments and up to an additional 450,000 shares (all such shares,
together with any additional shares registered pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Act"), the "Shares") of the
Company's Common Stock by the Selling Stockholders to cover over-allotments, if
any, pursuant to a Registration Statement on Form S-1 (Registration No. 333-
30722), filed with the Securities and Exchange Commission (the "Commission")
under the Act (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement"). The Shares are to be
sold pursuant to an underwriting agreement (the "Underwriting Agreement")
between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bear Stearns & Co. Inc. and ING Barings LLC, acting as
representatives of the several Underwriters.

      In that connection, we have examined such corporate proceedings,
documents, records and matters of law as we have deemed necessary to enable us
to render this opinion.

      For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed that legal
capacity of all natural persons, the genuiness of the signatures of persons
signing all documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto other than
the Company and the due authorization, execution and delivery of all documents
by the parties thereto other than the Company. As to any facts material to the
opinions expressed herein, we have relied upon the statements and
representations of officers and other representations of the Company and
others.

      Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of
any laws except the internal laws of the State of California, the General
Corporation Law of the State of Delaware (the "DGCL") and the federal law of
the United States of America.


      Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that, in our opinion, under the effectiveness of the Restated Certificate of
Incorporation of the Company (the "Restated Certificate"), the Shares will be
duly authorized for issuance, and when (i) the Registration Statement becomes
effective under the Act, (ii) the Board of Directors of the Company has taken
all necessary action to approve the issuance and sale of the Shares, (iii) the
Shares have been duly executed and delivered on behalf of the Company and
countersigned by the Company's transfer agent/registrar and (iv) the Shares are
issued in accordance with the terms of the Underwriting Agreement upon receipt
of the consideration to be paid therefor, the Shares will be validly issued,
fully paid and nonassessable.

      We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion and consent may be incorporated by
reference in a subsequent registration statement on Form S-1 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offering contemplated by the Registration Statement.

      We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the
securities of "Blue Sky" laws of the various states to the issuance and sale of
the Shares.

      This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of California, the DGCL or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.

      This opinion is furnished to you pursuant to the applicable rules and
regulations promulgated under the Act in connection with the filing of the
Registration Statement.

                                          Very truly yours,

                                          KIRKLAND & ELLIS