1


                                                                       EXHIBIT 5



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


                                                                   March 3, 1999



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
250,000 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 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 certified or photostatic 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,
10,990 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, P.C.



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