Exhibit 5.1









January 29, 2004



NTN Communications, Inc.
5966 La Place Court
Carlsbad, CA 92008

      Re:      Registration of Securities of NTN Communications, Inc.

Ladies and Gentlemen

     At your request, we have examined the Registration Statement ("Registration
Statement")  on Form S-3 (File No.  333-33078)  of NTN  Communications,  Inc., a
Delaware corporation (the "Company"),  in connection with the registration under
the  Securities  Act of 1933 of up to 3,943,661  shares of the Company's  common
stock,  $0.005 par value per share having an aggregate  offering  price of up to
$14,000,000 (the "Securities").

     We are of the opinion that the Securities  have been duly authorized by all
necessary  corporate action on the part of the Company and, upon payment for and
delivery of the Securities as contemplated by the Registration Statement and the
book-entry  of the  Securities by the transfer  agent for the  Company's  common
stock in the name of the Depository Trust Company or its nominee, the Securities
will be validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration  Statement  and to the  references  to this firm under the  heading
"Legal Matters" in the prospectus and prospectus supplement constituting part of
the Registration Statement.

                                                     Respectfully submitted,

                                                     /s/ O'Melveny & Myers LLP