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EXHIBIT 5.1
OPINION OF McCARTHY TETRAULT
January 10, 2001
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Dear Sirs:
Re: Registration Statement on Form S-8 of Intrawest Corporation
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We have acted as Canadian counsel to Intrawest Corporation (the
"Company") in connection with the filing of the above-referenced Registration
Statement relating to the registration of 450,000 additional common shares,
without par value, of the Company (the "Shares") issuable upon the exercise of
options granted or to be granted under the Company's Stock Option Plan (the
"Plan"). In connection therewith, we have considered such questions of law and
have examined and relied upon such resolutions, records, certificates of public
officials and officers of the Company and other documents deemed necessary or
appropriate to enable us to render the opinion expressed below.
Based on the foregoing, it is our opinion that the Shares will, upon
the exercise of such options in accordance with the terms of the Plan, and the
receipt by the Company of the exercise price under such options for such Shares,
be validly issued and outstanding as fully paid and non-assessable shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Yours Truly,
/s/ McCARTHY TETRAULT
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