EXHIBIT 5



December 10, 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. 333-70226) covering an aggregate of 9,898,106 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, to
the extent issued as of the date hereof, are validly issued, fully paid and
non-assessable, and when issued in accordance with the terms of the warrant
described in the Registration Statement will be 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 /s/ Eric Lerner
   ---------------
       A Partner