EXHIBIT 5


                       [TROUTMAN SANDERS LLP LETTERHEAD]


                                January 28, 2003


Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901

Ladies and Gentlemen:

         We have acted as your special counsel in connection with the filing by
Carmike Cinemas, Inc. (the "Company") of a Registration Statement on Form S-8
with the Securities and Exchange Commission (the "Commission") relating to the
registration pursuant to the provisions of the Securities Act of 1933, as
amended (the "Act"), of 75,000 shares (the "Shares") of Common Stock, par value
$0.03 per share (the "Common Stock"), reserved for issuance in connection with
stock options, stock units, restricted stock awards, restricted stock unit
awards and stock appreciation rights (collectively, "Benefits") to be granted
under the Carmike Cinemas, Inc. Non-Employee Directors Long-Term Stock
Incentive Plan (the "Plan").

         In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and documents, and have reviewed such questions of law,
as we have deemed necessary or appropriate for purposes of this opinion. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted as copies and the
authenticity of the originals of such latter documents. As to any facts
material to our opinion, we have relied upon the aforesaid instruments,
certificates, records and documents and inquiries of the Company's
representatives.

         Based on the foregoing examination, we are of the opinion that,
subject to compliance with the pertinent provisions of the Act and to
compliance with such securities or "blue sky" laws of any jurisdiction as may
be applicable, when certificates evidencing the Shares have been duly executed,
countersigned, registered, issued and delivered in accordance with the terms of
the Plan and the respective Benefits agreements entered into under and in
accordance with the Plan, the Shares will be duly and validly issued and
outstanding, fully paid and non-assessable shares of Common Stock of the
Company.

         The opinion set forth herein is limited to the Delaware General
Corporation Law. We are not opining as to any other laws of the State of
Delaware (including, but not limited to, "blue sky" or other state securities
laws) or as to the laws of any other jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, as originally filed or as subsequently amended. In
giving this consent, we do not thereby 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 thereunder.


                                             Very truly yours,


                                             /s/ Troutman Sanders LLP




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