June 28, 1999

Premier Parks Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131

            Re:   Premier Parks Inc. -- Registration Statement
                  on Form S-3 (File No. 333-76595)

Ladies and Gentlemen:

      We have acted as counsel to Premier Parks Inc., a Delaware corporation
(the "Registrant"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of the above-captioned
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), and the related Prospectus
Supplement dated June 24, 1999 (the "Prospectus") filed pursuant to Rule
424(b)(2) of the Act, each in connection with Registrant's offering of $430.0
million aggregate principal amount of its 9 3/4% Senior Notes due 2007 (the
"Senior Notes").

      In connection therewith, we have examined the Certificate of Incorporation
and the By-Laws of the Registrant, resolutions of the Board of Directors of the
Registrant, the Registration Statement and the Prospectus. We also have made
such inquiries and have examined originals or copies of other instruments as we
have deemed necessary or appropriate for the purpose of this opinion. For
purposes of such examination, we have assumed the genuineness of all signatures
on and the authenticity of all documents submitted to us as originals, and the
conformity to the originals of all documents submitted to us as certified or
photostatic copies.

      Based upon the foregoing, we are of the opinion that the Senior Notes to
be issued by the Registrant pursuant to the Registration Statement and


Premier Parks Inc.
June 28, 1999
Page 2


Prospectus and in accordance with the terms of the applicable indenture are duly
authorized and, upon issuance and authentication by the trustee under such
applicable indenture and receipt by the Company of payment therefore, will be,
validly issued, fully paid and non-assessable and constitute binding obligations
of the Registrant in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at law).

      We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference therein to our firm under the
caption "Legal Matters." In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.

                                        Very truly yours,


                                        THELEN REID & PRIEST LLP