EXHIBIT 5

      Avenue Entertainment Group, Inc. [LOGO] [LETTERHEAD]

                                                                October 30, 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