EXHIBIT 5.01


                                                         July 21, 1998


Clearview Cinema Group, Inc.
97 Main Street
Chatham, New Jersey  07928

                  Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

                  We are acting as counsel to Clearview Cinema Group, Inc., a
Delaware corporation (the "Company"), in connection with the filing by the
Company of a Registration Statement on Form S-4 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission. The Registration Statement relates to the
proposed issuance of up to $80,000,000 aggregate principal amount of the
Company's 10 7/8% Senior Notes due 2008 (the "New Notes") in exchange for the
Company's outstanding 10 7/8% Senior Notes due 2008 (the "Old Notes"). The New
Notes are issuable, and the Old Notes were issued, under an Indenture dated as
of June 12, 1998 (the "Indenture") among the Company, the Subsidiary Guarantors
(as defined therein) and The Bank of New York, as trustee (the "Trustee").

                  We have examined the Registration Statement, the Indenture,
resolution of the Company's Board of Directors dated as of June 9, 1998, the
Company's Amended and Restated Certificate of Incorporation and the Company's
Amended and Restated By-laws. We have also examined such other documents,
corporate records, certificates of public officials, instruments, statutes and
questions of law as we deemed necessary or appropriate to enable us to express
an informed opinion on the matters set forth below.

                  In making such examinations and rendering our opinion on the
matters set forth below, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed,
telecopied, photostatic or other reproduced copies and the authenticity of the
originals of such documents, the due execution and delivery of all such
documents, and the accuracy and completeness of the records of the Company.





Clearview Cinema Group, Inc.
July 21, 1998
Page 2


                  To the extent relevant to the opinion set forth below, we have
assumed that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
qualified and eligible under the terms of the Indenture to act as trustee under
the Indenture; that the Indenture was duly authorized, executed and delivered by
the Trustee; that the Indenture is a valid and binding obligation of the
Trustee; and that the Trustee has the requisite organizational and legal power
and authority to perform its obligations under the Indenture.

                  We express no opinion as to any laws of any jurisdiction other
than the laws of the state of New York, the General Corporation Law of the State
of Delaware and the United States Securities Act of 1933, as amended.

                  Based upon the foregoing, and subject to the effectiveness of
the Registration Statement under the Securities Act and the qualification of the
Indenture under the Trust Indenture Act of 1939, as amended, we are of the
opinion that, when the New Notes are duly executed, attested, issued and
delivered by duly authorized officers of the Company and duly authenticated by
the Trustee all in accordance with the terms of the Indenture, the New Notes
will constitute legally issued and binding obligations of the Company.

                  We consent to the filing of this opinion as Exhibit 5.01 to
the Registration Statement and to the reference to the undersigned in the
prospectus forming a part thereof under the caption "Legal Matters."


                                             Yours truly,



                                             Kirkpatrick & Lockhart LLP