


                                    EXHIBIT 5

            [Gersten, Savage, Kaplowitz & Fredericks, LLP Letterhead]


                                 August 11, 1998


ACTV, Inc.
1270 Avenue of the Americas
New York, New York 10020

Gentlemen:

You have requested our opinion, as counsel for ACTV, Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-3 (the "Registration Statement"), under the Securities Act of 1933 (the
"Act"), being filed by the Company with the Securities and Exchange Commission.

The Registration Statement relates to an offering of 1,904,999 shares (the
"Selling Security Holders' Shares") of common stock (the "Offering"), per value
$ .10 (the "Common Stock"). The Security Holders' Shares may be sold by security
holders who have previously acquired such shares from the Company.

We have examined such records and documents and made such examination of law as
we have deemed relevant in connection with this opinion. It is our opinion that
when there has been compliance with the Act, the Selling Security Holders'
Shares, when issued, delivered, and paid for, will be fully paid, validly issued
and nonassessable.

No opinion is expressed herein as to any laws other than the State of New York,
of the United States and the corporate laws of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                                Very truly yours,


/s/ Gersten, Savage, Kaplowitz & Fredericks, LLP
------------------------------------------------
GERSTEN, SAVAGE, KAPLOWITZ &
FREDERICKS, LLP


