Midway Games Inc – IPO: ‘S-1/A’ on 10/25/96 – EX-5

As of:  Friday, 10/25/96   ·   Accession #:  950123-96-5939   ·   File #:  333-11919

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 3 to Form S-1                          106    603K 
 2: EX-1        Form of Underwriting Agreement                        40    120K 
 3: EX-2.1      Rights Agreement                                      66    201K 
 4: EX-5        Opinion of Shack & Siegel, P.C.                        2      9K 
 8: EX-10.17    Credit Agreement                                      50    162K 
 5: EX-10.4     Patent License Agreement                               7     19K 
 6: EX-10.5     Employment Agreement-Mr. Neil D. Nicastro             15     37K 
 7: EX-10.7     Stock Option Plan of the Registrant                   10     43K 
 9: EX-21       Subsidiaries of the Registrant                         1      6K 
10: EX-23.2     Consent of Ernst & Young LLP                           1      7K 

EX-5   —   Opinion of Shack & Siegel, P.C.

EX-5
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                                                                       EXHIBIT 5

SHACK & SIEGEL, P.C.
530 FIFTH AVENUE
NEW YORK, NY  10035 
(212) 782-0700
October 25, 1996

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          

Re:     Midway Games Inc. -- Registration Statement           
on Form S-1, as amended (File No. 333-11919)  
--------------------------------------------  

Dear Sir or Madam:                                                              

       Reference is made to the Registration Statement on Form S-1 (File No.
333-11919) filed September 13, 1996, as amended (the "Registration Statement"), 
with the Securities and Exchange Commission by Midway Games Inc., a Delaware    
corporation (the "Company"), relating to the Company's proposed offer to sell   
5,100,000 (5,865,000 if the underwriters' over-allotment option is exercised in 
full) shares of common stock (the "Shares").                                    

       We advise you that we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation   
and By-Laws of the Company, and such other documents, instruments and           
certificates of officers and representatives of the Company and public          
officials, and we have made such examination of law as we have deemed           
appropriate as the basis for the opinion hereinafter expressed.  In making such 
examination, we have assumed the genuineness of all signatures, the             
authenticity of all documents submitted to us as originals and the conformity   
to original documents of documents submitted to us as certified or photostatic  
copies.                                                                         

  Based upon the foregoing, it is our opinion that the Shares when
issued and sold in accordance with the terms described in the Prospectus        
relating to the Shares forming a part of the Registration Statement (the        
"Prospectus") will be validly issued, fully paid and non- assessable.           

EX-5
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Securities and Exchange Commission      - 2 -                 October 25, 1996  

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we further consent to the reference made to us under 
the caption "Legal Matters" in the Prospectus.                                  

                       Very truly yours,

                          SHACK & SIEGEL, P.C.

                                 By:     /s/ Paul S. Goodman
                                                  ----------------------------
                                           Paul S. Goodman, Esq.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/25/96		1		2			8-A12B
		9/13/96		1					S-1
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