EXHIBIT 5

                              Rosenman & Colin LLP
                               575 Madison Avenue
                               New York, NY 10022



April __, 2001

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

Gentlemen:

         We have been requested by Acclaim Entertainment, Inc. (the "Company"),
a Delaware corporation, to furnish our opinion in connection with the Company's
Registration Statement (the "Registration Statement") on Form S-3 (Registration
No. ________) covering an aggregate of 5,497,000 shares (the "Shares") of common
stock, par value $0.02 per share, of the Company to be offered and sold by the
selling stockholders named therein.

         In connection with the foregoing, we have made such examination as we
have deemed necessary for the purpose of rendering this opinion. Based upon such
examination, it is our opinion that the Shares have been duly authorized and
are, or in the case of those shares to be issued in accordance with the terms of
the warrants described in the Registration Statement 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 reference to our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.

Very truly yours,

Rosenman & Colin LLP


By_______________________
         A Partner