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EXHIBIT 5
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[LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS,
GLASER, WEIL & SHAPIRO, LLP]
May 26, 2000
Metro-Goldwyn-Mayer Inc.
2500 Broadway Street
Santa Monica, California 90404
Re: Registration Statement on Form S-3 (File No. 333-35950)
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Ladies and Gentlemen:
You have requested our opinion as counsel for Metro-Goldwyn-Mayer Inc., a
Delaware corporation (the "Company"), in connection with the offer and sale by
the Company of up to 4,890,000 shares (the "Shares") of the Company's Common
Stock, $0.01 par value per share. The Shares are the subject of the Company's
Registration Statement on Form S-3 (File No. 333-35950), as amended (the
"Registration Statement").
In rendering our opinion herein, we have assumed, with your permission: the
genuineness and authenticity of all signatures on original documents submitted
to us; the authenticity of all documents submitted to us as originals; the
conformity to originals of all documents submitted to us as copies or
facsimiles; the continued accuracy of all certificates and other documents from
public officials dated earlier than the date of this letter; the Registration
Statement being declared effective by the Securities and Exchange Commission;
the issuance by any necessary regulatory agencies of appropriate permits,
consents, approvals, authorizations and orders relating to the offering and sale
of the Shares; the offer and sale of the Shares being made in the manner set
forth in the Registration Statement and pursuant to said permits, consents
approvals, authorizations and orders; the receipt of full and valid
consideration for the Shares. In addition, we have made such
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Metro-Goldwyn-Mayer Inc.
May 26, 2000
Page 2
legal and factual examinations and inquiries as we have deemed necessary or
appropriate for purposes of this opinion.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware and the internal laws of
the State of California and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within any state.
Based on the foregoing, it is our opinion that, when issued, the Shares
will be validly issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus included therein.
Respectfully submitted,
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER,
WEIL & SHAPIRO, LLP
