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EXHIBIT 5
BAKER BOTTS L.L.P.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
October 27, 2000
Liberty Satellite & Technology, Inc.
7600 East Orchard Road
Suite 330 - South
Englewood, CO 80111
Ladies and Gentlemen:
As counsel for Liberty Satellite & Technology, Inc., a Delaware corporation
(the "Company"), we have examined and are familiar with the Company's
Registration Statement on Form S-8 (the "Registration Statement") with respect
to the registration under the Securities Act of 1933, as amended, of 2,000,000
shares (the "Shares") of the Company's Series A Common Stock, par value $1.00
per share ("Common Stock"), that are issuable as awards or upon the exercise of
awards granted or to be granted under the Company's Amended and Restated Liberty
Satellite & Technology, Inc. 1996 Stock Incentive Plan (the "Plan").
In rendering our opinion, we have examined: the Company's Restated
Certificate of Incorporation and By-Laws; the Company's Registration Statement
on Form S-8 (Reg. No. 333-18167) filed with the Securities and Exchange
Commission on December 18, 1996; the Plan; resolutions of the Company's Board of
Directors with respect to the adoption of the Plan and amendments thereto, the
reservation of Shares for issuance thereunder and the grant of awards, the
filing of the Registration Statement and related matters; agreements pertaining
to awards granted under the Plan; the form of agreements pertaining to awards
that may be granted under the Plan; and certain other documents, records,
instruments and certificates of public officials and of representatives of the
Company which were provided to us by the Company.
Based upon the foregoing and subject to the limitations set forth in the
immediately following paragraph, it is our opinion that the Shares are duly
authorized and, when issued and sold pursuant to the terms of the Plan (and any
applicable agreement pertaining to awards granted or to be granted under the
Plan), will be validly issued, fully paid and non-assessable.
In rendering the foregoing opinion, we have relied on certificates and/or
statements of officers of the Company as to factual matters. We have assumed the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified or
conformed copies or photocopies. We have further assumed that there will be no
changes in applicable law between the date of this opinion and the date the
Shares are issued or sold pursuant to the Plan and the Registration Statement.
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We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
Baker Botts L.L.P.
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