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                                   EXHIBIT 5

                             OPINION OF KUTAK ROCK
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                                January 20, 1997


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

         Re:     Registration Statement of Form S-8

Gentlemen:

         We have acted as counsel to Stuart Entertainment, Inc. (the "Company")
in connection with the filing of a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act").  The Registration Statement relates to the additional 500,000 shares of
common stock, $.01 par value per share (the "Common Stock"), issuable pursuant
to the Amended and Restated 1994 Performance Stock Option Plan of the Company
(the "Plan").

         In connection with this opinion, we have made such investigations and
examined such records, including the Company's Certificate of Incorporation,
Bylaws and corporate minutes as we deemed necessary to the performance of our
services and to give this opinion.  We have also examined and are familiar with
the originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, corporate records and other instruments as we have
deemed necessary for the preparation of this opinion.  In expressing this
opinion, we have relied, as to any questions of fact upon which our opinion is
predicated, upon representations and certificates of the officers of the
Company.

         In giving this opinion we assumed:

                 (a)      the genuineness of all signatures and the
         authenticity and completeness of all documents submitted to us as
         originals;

                 (b)      the conformity to originals and the authenticity of
         all documents supplied to us as certified, photocopied, conformed or
         facsimile copies and the authenticity and completeness of the
         originals of any such documents; and

                 (c)      the proper, genuine and due execution and delivery of
         all documents by all parties to them and that there has been no breach
         of the terms thereof.





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         Based upon the foregoing and subject to the qualifications set forth
above, and assuming (i) that the Registration Statement has become effective
under the Act and (ii) that the full amount of consideration is received for
the Common Stock, we are of the opinion that at the time the Common Stock, when
issued in accordance with the Plan, will be legally issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, we do not thereby 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 Securities and Exchange
Commission promulgated thereunder.

                                           Very truly yours,



                                           /s/ Kutak Rock