[Solovay Edlin & Eiseman, P.C. Letterhead]

                                                                   June 23, 1999

Kideo Productions, Inc.
611 Broadway, Suite 523
New York, New York 10012

                        Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

      We have acted as counsel for Kideo Productions, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), pursuant to the above-referenced
registration statement (the "Registration Statement"), of the offer and sale
from time to time, by the selling stockholders named therein, of 3,220,003
shares of the Company's common stock, par value $.0001 per share (the "Common
Stock"), consisting of (i) 1,470,001 shares of Common Stock issuable upon the
exercise of warrants granted by the Company to certain selling stockholders
named therein (the "Warrant Shares") and (ii) 1,750,002 shares of Common Stock
issuable upon the conversion of promissory notes granted by the Company to
certain selling stockholders named therein (the "Note Shares").

      In connection with this opinion, we have examined and relied upon a copy
of the Registration Statement. We have also examined originals, or copies of
originals certified to our satisfaction, of such agreements, documents,
certificates and other instruments as we have deemed relevant and necessary to
enable us to express an opinion on the matters covered hereby.

      In all such examinations, we have assumed the completeness and
authenticity of all records and documents submitted to us as originals and the
conformity to original records and documents of all copies submitted to us as
reproduced or conformed copies.

      Based upon the foregoing, and subject to the limitations and assumptions
heretofore and hereinafter set forth, it is our opinion that:

      1. The Warrant Shares, when issued in accordance with the terms of the
relative warrants and when certificates representing such shares have been duly
executed, countersigned and delivered to the persons entitled thereto against
payment to the Company for


Kideo Productions, Inc.
June 23, 1999
Page 2 of 2 pages


the exercise price provided for in such warrants, will be validly issued, fully
paid and non-assessable; and

      2. The Note Shares, when issued in accordance with the terms of the
relative promissory notes and when certificates representing such shares have
been duly executed, countersigned and delivered to the persons entitled thereto,
will be validly issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Registration Statement. In giving such consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations thereunder.

      The foregoing opinion is based on and limited to the Delaware General
Corporation Law and the relevant federal laws of the United States. We express
no opinion with respect to the laws of any other jurisdiction.

      The opinions expressed herein are based upon the laws in effect on the
date hereof, and we assume no obligation to revise or supplement this opinion
should any such law be changed by legislative action, judicial decision or
otherwise.

                                          Very truly yours,

                                          SOLOVAY EDLIN & EISEMAN, P.C.


                                          By: /s/ Michael B. Solovay
                                              ----------------------------------
                                              Michael B. Solovay, Chairman