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EXHIBIT 5.1
[LETTERHEAD OF KATTEN MUCHIN ZAVIS]
November 7, 2000
Re: VDI MULTIMEDIA 1996 STOCK INCENTIVE PLAN
Ladies and Gentlemen:
We have acted as counsel to VDI MultiMedia (the "Company") in connection
with the registration with the Securities and Exchange Commission on Form S-8
of shares of VDI MultiMedia's common stock, no par value (the "Shares"),
which may be issued upon exercise of options granted in connection with the
above-reference plan (the "Plan"). In connection with that registration, we
have reviewed the proceedings of the Board of Directors of the Company
relating to the proposed issuance of the common stock, the Restated Articles
of Incorporation of the Company, as amended, the Bylaws of the Company, and
such other documents and matters as we have deemed necessary to the rendering
of the following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally
issued, fully paid, and nonassessable under the California Corporations Code.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states as to the issuance and sale
of the Shares.
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November 7, 2000
Page 2
We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares.
Very truly yours,
/s/ Katten Muchin Zavis
