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                                                                     EXHIBIT 5.1

                        [CINEMARK USA, INC. LETTERHEAD]



                                February 6, 1998



Cinemark USA, Inc.
7502 Greenville Ave., Suite 800
Dallas, Texas 75231-3830

Ladies and Gentlemen:

     I am the General Counsel of Cinemark USA, Inc., a Texas corporation (the
"Issuer"), in connection with the proposed exchange by the Issuer of an
aggregate of $105,000,000 principal amount of the Issuer's 8-1/2% Series B
Senior Subordinated Notes due 2008 (the "New Notes"), of the Issuer, for an
aggregate of $105,000,000 principal amount of the Issuer's 8-1/2% Series A
Senior Subordinated Notes due 2008 (the "Old Notes"). The Old Notes were, and
the New Notes will be, issued pursuant to the Indenture dated as of January 14,
1998 (the "Indenture") among the Issuer and United States Trust Company of
Texas, N.A., as trustee (the "Trustee"). In connection with the exchange offer,
the Issuer has filed with the Securities and Exchange Commission a registration
statement on Form S-4 File No. 333-45417 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"). Unless otherwise
defined herein, capitalized terms used in this opinion shall have the meanings
set forth in the Indenture or the Accord identified in the following paragraph.

     This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The law covered by the opinions
expressed herein is limited to the federal laws of the United States and the
laws of the State of Texas.

     In preparing this Opinion Letter, I have examined the Indenture, which
includes the form of the New Notes, which has been filed as an exhibit to the
Registration Statement. In addition, I have examined originals or photostatic,
certified or conformed copies of all such agreements, documents, instruments,
corporate records, certificates of public officials, public records and
certificates of officers of the Issuers as I have deemed necessary or
appropriate in the circumstances. In addition to the assumptions set forth in
Section 4 of the Accord, I have relied upon factual representations made to me
by the Issuer.
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Cinemark USA, Inc.
February 6, 1998
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     Based upon such examination and review, I am of the opinion that the New
Notes proposed to be exchanged by the Issuer have been duly authorized for
issuance and, subject to the Registration Statement becoming effective under
the Securities Act and to compliance with any applicable state securities laws,
the New Notes, when executed by the Issuer, authenticated by the Trustee and
delivered in exchange for Old Note, in accordance with the provisions of the
Indenture and the Registration Statement, will be valid and legally binding
obligations of the Issuer enforceable in accordance with their terms.

     The foregoing Opinions are subject to the following qualifications,
exceptions, assumptions and limitations:

     A.   The General Qualifications apply to the opinions set forth above (the
Remedies Opinion). In addition to the General Qualifications, we express no
opinion as to the enforceability of any provisions contained in the New Notes
purporting to (i) allow the acceleration of the maturity of any indebtedness or
the exercise of any other rights without notice to the person or entity
signatory thereto or bound thereby; (ii) restrict access to legal or equitable
remedies (including, without limitation, proper jurisdiction and venue); (iii)
establish evidentiary standards; (iv) waive the benefits of any statute of
limitation or any applicable bankruptcy, insolvency or usuary law or stay or
extension law or waive any rights under any applicable statutes or rules
hereafter enacted or promulgated; or (v) preserve and maintain a guarantor's
liability despite the fact that the guaranteed debt is unenforceable due to
illegality. In addition, the enforceability of the rights to indemnification
contained in the Indenture may be limited by Federal or New York State laws or
the policies underlying such laws. We note that the Trust Indenture Act
provides that certain provisions of the Trust Indenture Act are automatically
included in the Indenture unless expressly excluded. To the extent that the
Indenture does not expressly exclude or waive such provisions of the Trust
Indenture Act, such provisions may supersede or override similar provisions in
the Indenture.

     B.   I have assumed, with your consent, for purposes of expressing the
opinion above, that the laws of the State of New York would be the same as the
laws of the State of Texas.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to Amendment
No. 1 to the Registration Statement.

                                             Very truly yours,

                                             /s/ MICHAEL CAVALIER

                                             Michael Cavalier
                                             General Counsel

MC/cw