EXHIBIT 5.1

         OPINION (AND CONSENT) OF PAUL, HASTINGS, JANOFSKY & WALKER LLP
         --------------------------------------------------------------

                               November 12, 2004

Outdoor Channel Holdings, Inc.
43445 Business Park Drive, Suite 113
Temecula, California  92590

Re:      Outdoor Channel Holdings, Inc. 1995 Stock Option Plan

Ladies and Gentlemen:

         We are furnishing this opinion of counsel to Outdoor Channel Holdings,
Inc., a Delaware corporation (the "Company"), for filing as Exhibit 5.1 to the
registration statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to up to 1,085,710 shares (the "Plan Shares") of
the Company's Common Stock, $0.001 par value per share ("Common Stock") to be
issued pursuant to the Company's 1995 Stock Option Plan (the "Option Plan") and
the resale by certain stockholders of up to 74,665 shares of Common Stock (the
"Resale Shares").

         In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation, the
Company's Bylaws, and the originals or copies certified to our satisfaction of
such board resolutions, stockholder meeting minutes, documents, records,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness, authenticity and completeness of all documents
submitted to us as copies thereof, the legal capacity of all individuals
executing documents, the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof, and that
the statements contained in the certificates and comparable documents of public
officials, officers and representatives of the Company and other persons on
which we have relied for the purposes of this opinion are true and correct. We
have also assumed that, at the time the Plan Shares are issued, the Company will
have sufficient authorized and unissued shares of Common Stock. As to all
questions of fact material to this opinion, we have relied without independent
investigation upon certificates or comparable documents of officers and
representatives of the Company.

         On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Plan Shares that may be issued and sold pursuant to the Option
Plan, when issued and sold in accordance with the Option Plan (including the
Company's receipt of the full purchase price therefore), will be duly
authorized, validly issued, fully paid and non-assessable and that the Resale
Shares, when sold in accordance with the Registration Statement, will be validly
issued, fully paid, and non-assessable.

         Without limiting any of the other limitations, exceptions and
qualifications stated elsewhere herein, we express no opinion with regard to the
applicability or effect of the law of any jurisdiction other than, as in effect
on the date of this letter, the Delaware General Corporation Law (based solely
upon our review of a standard compilation thereof).

         We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement. This opinion is rendered to you in connection with the
Registration Statement and is solely for your benefit. This opinion may not be
relied upon by you for any other purpose, or relied upon by any other person,
firm or other entity for any purpose, without our prior written consent.

                               Respectfully submitted,

                               /s/ PAUL, HASTINGS, JANOFSKY & WALKER  LLP