EXHIBIT 5

                                  September 30, 1998




Mr. John P. Wilmers
President and Chief Executive Officer
Ballantyne of Omaha, Inc.
4350 McKinley Street
Omaha, NE.  68112

     Re:  Registration of 390,000 Additional Shares on Amendment No. 2 to Form
          S-8 and filing of Amended and Restated Reoffer Prospectuses for the
          1995 Stock Option Plan and the 1995 Outside Directors Stock Option
          Plan

Dear Mr. Wilmers:

     We have acted as legal counsel for Ballantyne of Omaha, Inc., a Delaware
corporation, (the "Company") in connection with the Company's preparation of the
above-referenced registration of additional shares on Form S-8 (the "Form S-8")
being filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, (the "Act"), the prospectus which is not
filed, but is included as a part of the Form S-8 (the "Prospectus") and the
registration of the reoffer by certain affiliates and the two Amended and
Restated Reoffer Prospectuses prepared for the Company's 1995 Stock Option Plan
(the "1995 Plan") and the 1995 Outside Director's Stock Option Plan ("Outside
Director's Plan").  All of the shares are to be offered and sold, or reoffered
and resold by the Company or its affiliates pursuant to the Plan and in the
manner set forth in the Plan, Form S-8 and respective Prospectuses.

     In connection herewith, we have examined: (i) the Form S-8 and the
Prospectus; (ii) the two Reoffer Prospectuses; (iii) the Certificate of
Incorporation, as amended, and the Bylaws, as amended, of the Company; (iv) the
corporate minutes and proceedings of the Company applicable to filing of the
Form S-8; and (v) such other proceedings, documents and records as we deemed
necessary or appropriate for the purposes of making this opinion.  In making
such examinations, we have assumed the genuineness of all signatures on all
documents and conformed originals to all copies submitted to us as conformed or
photocopies.  In addition to such examination, we have ascertained or verified
such additional facts as we deemed necessary or appropriate for purposes of this
opinion.  However, as to various questions of fact material to our opinion, we
have relied upon representations, statements or certificates of officers,
directors, or representatives of the Company or others.



     Based upon the foregoing, we are of the opinion that: (i) the Company has
been legally incorporated and is validly existing under the laws of the state of
Delaware; and (ii) the shares issued pursuant to the Plan, upon issuance and
payment therefor, as contemplated by the Plan, Form S-8 and the Prospectus, will
be validly issued, fully paid and non-assessable common stock of the Company.

     We hereby consent to the filing of the opinion as an exhibit to the Form 
S-8 and to any references to our firm in the Prospectuses.  In giving this 
consent, we do not admit that we come within 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,


                                        Cline, Williams, Wright, Johnson &
                                        Oldfather