Exhibit 5.1

February 23, 1998


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

Re:  AMENDMENT TO FORM S-8 REGISTRATION STATEMENT

Gentlemen:

     I am the Senior Vice President - General Counsel, Secretary and
Administration to Spelling Entertainment Group Inc., a Delaware corporation (the
"Company").  I am delivering this opinion in connection with the filing by the
Company of an amendment to a registration statement on Form S-8 (as amended, the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended, relating to (i) 5,000,000
shares (the "Additional Shares") of the Company's Common Stock, $.001 par value
per share (the "Common Stock"), which upon the exercise of stock options (the
"Options") granted or to be granted pursuant to the Spelling Entertainment Group
Inc. 1994 Stock Option Plan (the "Plan") and (ii) a maximum of 9,500,000 shares
(the "Selling Shareholders' Shares", and, together with the Additional Shares,
the "Shares") of Common Stock which may be sold by the selling shareholders to
be named in the Registration Statement (the "Selling Shareholders"). The Selling
Shareholders' Shares may be acquired by the Selling Shareholders upon their
exercise of the Options or pursuant to their exercise of stock options granted
or to be granted pursuant to the Plan to purchase 4,500,000 previously
registered shares of Common Stock.

     In connection with the opinions expressed herein, I or members of my legal
staff (my "Staff") have examined the following documents:  (i)  the Certificate
of Incorporation of the Company, as amended, (ii) the Bylaws of the Company, as
amended, (iii) the resolutions adopted by the Board of Directors of the Company
authorizing the adoption of the Plan and all amendments thereto, (iv) a Good
Standing Certificate of the Company, dated January 9, 1998, (v) the Plan, and
(vi) the Registration Statement (including exhibits thereto).  I have also made
such inquiries and have examined originals, certified copies or copies otherwise
identified to my satisfaction of such other documents, corporate records and
other instruments, as I or my Staff have deemed necessary or appropriate for the
purposes of this opinion letter.

     In my examinations, I or my Staff have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to me or my Staff as originals, the conformity to original
documents of all documents submitted to me or my Staff as certified, photostatic
or facsimile copies and the authenticity of the originals of such documents.
For the purpose of rendering the opinions expressed herein, I or my Staff have
further assumed the truth, accuracy and completeness of all the representations
and other factual

 
The Board of Directors
Spelling Entertainment Group Inc.
February 23, 1998
Page 2

statements contained in such documents, records and other
instruments, and that there have been no changes in the matters represented
therein from the respective dates thereof through the date hereof.  I and my
Staff have not undertaken any independent investigation to determine the truth,
accuracy and completeness of any of such factual statements, although nothing
has come to my attention or the attention of my Staff that leads me or my Staff
to believe that any such factual statement is incorrect.

     Based upon my examination of the foregoing documents, records and other
instruments, and expressly subject to the assumptions set forth above, it is my
opinion that:

     1.   The Company has been duly incorporated and is a corporation in good
standing under the laws of the State of Delaware; and
 
     2.   The Shares have been duly and validly authorized by the Company, and,
when issued and paid for pursuant to the terms and conditions of the Options and
the Plan, will be validly issued, fully paid and non-assessable.

     I am a member of the Bar of the State of California.  My opinions are
limited to matters involving the federal laws of the United States, the laws of
the State of California, and the corporate laws of the State of Delaware, and I
do not express any opinion as to the laws of any other jurisdiction.  This
opinion is rendered solely for your benefit in connection with the filing of the
Registration Statement with the SEC, and may not be relied upon by any other
person or entity or for any other purpose without my prior written consent in
each instance.

     I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to my name under the caption "Legal
Matters" in the Prospectus contained within the Registration Statement.

                              Very truly yours,



                              /s/  Sally Suchil