EXHIBIT 5

      Avenue Entertainment Group, Inc. [LOGO] [LETTERHEAD]
                                                                 October 7, 1997


      Avenue Entertainment Group, Inc.
      Suite 2110, 11111 Santa Monica Blvd.
      Los Angeles, California 90025

      Gentlemen:

         Reference is made to the Registration  Statement on Form SB-2 of Avenue
      Entertainment  Group, Inc. (the "Company") relating to the registration of
      shares  of the  Company's  common  stock,  par value  $.01 per share  (the
      "Common Stock").

         I am  General Counsel of the Company,  and have examined such
      corporate  records and other  documents as I have deemed  relevant.  Based
      upon the above,  and  assuming  no change  between the date hereof and the
      date of any  issuance  of shares of Common  Stock in the  relevant  law or
      facts,  I am of the opinion that (i) the shares of Common Stock to be sold
      by the Company pursuant to the Registration Statement have been authorized
      and,  when  issued  and paid for in  accordance  with the terms  described
      therein, will be validly issued, fully paid, and non-assessable,  and (ii)
      the shares of Common Stock to be sold by the Selling Stockholder have been
      authorized and are validly issued, fully paid, and non-assessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
      Registration Statement and the use of my name in the Prospectus.

                                                      Very truly yours,

                                                      Andrea D. Kantor