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                                  May 5, 1995

Stuart Entertainment, Inc.
3211 Nebraska Avenue
Council Bluffs, Iowa  51501

Ladies and Gentlemen:

         We have acted as your counsel in connection with the filing of the
Registration Statement on Form S-3 (the "Registration Statement") and related
prospectus (the "Prospectus") under the Securities Act of 1933, as amended (the
"Act"), relating to 55,652 shares of your common stock, $.01 par value per share
(the "Shares").  In connection therewith, we have reviewed such Registration
Statement, certain of your corporate records and proceedings taken in
connection with the authorization and issuance of the Shares, and such other
factual and legal matters as we have considered necessary for purposes of this
opinion.

         Based on and subject to the foregoing, we are of the opinion that the
Shares will, when sold, be legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in such Registration Statement.  This consent does not
constitute a consent under Section 7 of the Act, and in consenting to the 
reference to our firm under such heading we have not certified and part of the 
Registration Statement and do not otherwise come within the categories of 
persons whose consent is required under Section 7 or the rules and regulations 
of the Securities and Exchange Commission thereunder.

                                                            Very truly yours,



                                                            /s/ KUTAK ROCK
                                                            KUTAK ROCK