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                                                                       EXHIBIT 5


                                October 14, 1998
    


Regal Cinemas, Inc.
7132 Commercial Park Drive
Knoxville, Tennessee  37918


Ladies and Gentlemen:

         We have acted as counsel to Regal Cinemas, Inc., a Tennessee
corporation (the "Issuer"), in connection with the preparation and filing by the
Issuer of a Registration Statement on Form S-4 (Registration No. 333-64399) (the
"Registration Statement") filed with the Securities and Exchange Commission on
September 28, 1998 under the Securities Act of 1933, as amended (the "Act"),
relating to the Issuer's $400,000,000 aggregate principal amount of 9 1/2%
Senior Subordinated Notes due 2008 (the "Notes") that may be issued in exchange
for a like principal amount of the issued and outstanding 9 1/2% Senior
Subordinated Notes due 2008 (the "Old Notes") of the Issuer. The Issuer proposes
to offer, upon the terms set forth in the prospectus contained in the
Registration Statement, to exchange $1,000 principal amount of Notes for each
$1,000 principal amount of Old Notes (the "Exchange Offer"). The Notes will be
issued under the Indenture (the "Indenture"), dated as of May 27, 1998, by and
among the Issuer and IBJ Schroder Bank & Trust Company, as trustee (the
"Trustee"). Capitalized terms defined in the Registration Statement and not
otherwise defined herein are used herein as so defined.

         In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of the
Notes set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Issuer and have
made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.

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Regal Cinemas, Inc.
October 14, 1998
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         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. We have also assumed (i) the due
organization and existence of the Issuer, (ii) that the Issuer has the requisite
corporate power and authority to enter into and perform its obligations under
the Indenture and (iii) that the Issuer has duly authorized, executed and
delivered the Indenture. As to all questions of fact material to this opinion
that have not been independently established, we have relied upon certificates
or comparable documents of officers and representatives of the Issuer.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Notes have been duly authorized by the
Issuer for issuance and, when executed by the Issuer and authenticated by the
Trustee in accordance with the terms of the Indenture, and delivered in exchange
for the Old Notes in accordance with the Exchange Offer, will be legal, valid
and binding obligations of the Issuer, enforceable against it in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).

         The opinion expressed herein is limited to the laws of the State of New
York and we express no opinion as to the effect on the matters covered by this
letter of the laws of any other jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.

                                             Very truly yours,


                                             /s/ WEIL, GOTSHAL & MANGES LLP