Shack Siegel Katz Flaherty & Goodman P.C.
                                530 Fifth Avenue
                            New York, New York 10036
                                 (212) 782-0700


                                                              June 22, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Midway Games Inc. Form S-3 Registration Statement

Ladies and Gentlemen:

         We have acted as counsel to Midway Games Inc., a Delaware corporation
(the "Company"), in connection with the filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-3 (the "Registration Statement") registering the sale of
10,870,877 shares (the "Shares") of the Company's common stock, par value $.01
per share (the "Common Stock").

         In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement; (ii) the Company's Amended and Restated
Certificate of Incorporation, as amended; (iii) the Company's Amended and
Restated Bylaws; (iv) proceedings of the Board of Directors of the Company; and
(v) such other documents as we have deemed necessary or appropriate as a basis
for the opinion set forth below. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents. As to any facts material
to this opinion that we did not independently establish or verify, we have
relied upon statements and representations of officers and other representatives
of the Company and others.

         Based upon and subject to the foregoing, we are of the opinion that the
sale and issuance of the Shares has been duly authorized and that such Shares,
assuming full payment therefor, when issued and delivered, will be validly
issued, fully paid and non-assessable.

         We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, and we further consent to the reference made to us under
the caption "Legal Matters" in the prospectus included in the Registration
Statement. Please note that shareholders of this firm hold, in the aggregate,
4,070 shares of Common Stock and options to purchase an aggregate of 35,000
shares.

         The law covered by the opinions expressed herein is limited to the
corporate laws of the State of Delaware.

                                                Very truly yours,

                                                SHACK SIEGEL KATZ
                                                FLAHERTY & GOODMAN P.C.

                                                By:   /s/ Jeffrey N. Siegel
                                                      Jeffrey N. Siegel