Exhibit 5

                                                             April 23, 2003

Central European Distribution Corporation
1343 Main Street - Suite 301
Sarasota, Florida 34236

         Re:   Registration Statement on Form S-3

Gentlemen:

            We have acted as counsel to Central European Distribution
Corporation, a Delaware corporation (the "Company"), in connection with the
registration by the Company of 996,000 shares of its Common Stock, $0.01 par
value per share (the "Shares"), that may be offered and sold by certain
stockholders of the Company from time to time. We have assisted the Company in
the preparation of a Registration Statement on Form S-3 (the "Registration
Statement") filed on the date hereof by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"). This opinion is provided pursuant to the
requirements of Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K.

            We have reviewed the Registration Statement, six separate Additional
Investment Rights dated as of March 31, 2003 and issued by the Company or
Jeffrey Peterson to Mainfield Enterprises, Inc., Smithfield Fiduciary LLC,
Cranshire Capital, L.P., Deephaven Small Cap Growth Fund LLC and Omicron Master
Trust (together, the "Rights Documents"), and certified copies of the Company's
Certificate of Incorporation and Bylaws. We have also examined the originals, or
copies certified or otherwise identified to our satisfaction, of corporate
records of the Company, as furnished to us by the Company, certificates of
public officials and of representatives of the Company, statutes and other
instruments and documents, as a basis for the opinions hereinafter expressed. In
rendering this opinion, we have relied upon certificates of public officials and
officers of the Company with respect to the accuracy of the factual matters
contained in such certificates.

            In connection with such review, we have assumed with your
permission: (1) the genuineness of all signatures and the legal competence of
all signatories; (2) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as certified or photostatic copies; (3) the proper issuance and accuracy of
certificates of public officials and officers and agents of the Company; and (4)
that the Shares issuable upon exercise of the investment rights evidenced by the
Rights Documents are issued in full on the date hereof in accordance with the
terms of the Rights Documents.

            Based on the foregoing and the qualifications and limitations set
forth below, we are of the opinion that the Shares are, or, in the case of the
Shares issuable upon exercise of the investment rights evidenced by the Rights
Documents in accordance with the terms of the Rights Documents, will be, validly
issued, fully paid and nonassessable.

            This opinion is delivered solely for your benefit in connection with
the Registration Statement and the transactions provided for therein and, may
not be quoted in whole or in part, referred to, filed with any governmental
agency or otherwise used or relied upon by any other person or for any other
purpose without our prior written consent.

            This opinion is limited to the corporate laws of the State of
Delaware, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction. This opinion is rendered as of the date hereof, and we
undertake no obligation to advise you of any changes in applicable law or other
matters that may come to our attention after the date hereof.





            We hereby consent to be named in the Registration Statement under
the heading "Legal Matters" as attorneys who passed upon the validity of the
Shares and to the filing of a copy of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act or other rules and regulations of the Commission thereunder.


                                          Very truly yours,

                                 /s/ Kronish Lieb Weiner & Hellman LLP