EXHIBIT  5.1
    



September 27, 1996


Winners Entertainment, Inc.
1461 Glenneyre Street, Suite F
Laguna Beach, CA   92651

         Re:      Winners Entertainment, Inc.
                  Registration Statement on Form S-1
                  ----------------------------------

Ladies and Gentlemen:

                  You have  requested  our  opinion  with  respect to the public
offering and sale by certain selling  stockholders (the "Selling  Stockholders")
of Winners Entertainment, Inc., a Delaware corporation (the "Company"), pursuant
to a Registration Statement on Form S-1 (the "Registration  Statement") of up to
1,726,066 shares of the Company's common stock, $.00001 par value per share (the
"Common Stock") and up to 1,542,860 of the Company's  outstanding  warrants (the
"Warrants")  to purchase  1,542,860  shares of Common  Stock held by the Selling
Stockholders as described in the Registration Statement. Of the 1,726,066 shares
of Common  Stock,  (i)  183,206  shares are  outstanding  and held by one of the
Selling  Stockholders  (the  "Outstanding  Common  Shares"),  and (ii) 1,542,860
shares (the "Warrant Shares") are issuable upon exercise of the Warrants.

                  In connection with this opinion we have examined the Term Loan
Agreement dated July 2, 1996 between the Company as Guarantor, Mountaineer Park,
Inc.,  a  wholly  owned  subsidiary  of the  Company,  and  one  of the  Selling
Stockholders;  the  Registration  Rights  Agreement dated as of July 2, 1996 and
entered into by and among the Company and one of the Selling  Stockholders  (the
"Registration  Rights Agreement");  the Warrant  Certificates dated July 2, 1996
representing  the  Warrants;  the Company's  Certificate  of  Incorporation,  as
amended;  the Company's  By-laws,  as amended;  records of applicable  corporate
proceedings of the Company; and such other documents as we have deemed necessary
as a basis for the opinion herein expressed. With respect to such examination we
have assumed the legal  capacity to sign and the  genuineness  of all signatures
appearing on all documents  presented to us as originals,  and the conformity to
the  originals of all  documents  presented  to us as  conformed  or  reproduced
copies.  With  respect to factual  matters  relevant  to such  opinion,  we have
relied, without independent verification thereof, upon representations, oral and
written, of appropriate executive officers,  directors and responsible employees
and agents of the Company.



<PAGE>



                  Based upon the foregoing, and in reliance thereon, and subject
to the limitations and  qualifications  set forth herein,  we are of the opinion
that:

                  1.       The Outstanding Common Shares are legally and
validly issued, fully paid, and non-assessable.

                  2.       The Warrants are legally and validly issued, fully
paid, and non-assessable.

                  3.       When issued and paid for in accordance with the
Warrants, the Warrant Shares will be legally and validly issued,
fully paid and non-assessable shares.

                  We  consent  to  the  use  of our  name  in  the  Registration
Statement and the related  Prospectus under the caption "Legal Matters",  and we
consent  to the  filing  of  this  opinion  as an  Exhibit  to the  Registration
Statement.


                                                     Very truly yours,


                                                     /s/ROSS & HARDIES
                                                     ROSS & HARDIES


                                      - 2 -