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EXHIBIT 5
BAKER BOTTS LLP
599 Lexington Avenue
New York, New York 10022-6030
July 3, 2000
Liberty Digital, Inc.
12312 West Olympic Blvd.
Los Angeles, California 90064
RE: Liberty Digital, Inc.
Registration Statement on Form S-3 (File No. 333-39100)
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (File No.
333-39100) (the "Registration Statement") filed by Liberty Digital, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations under the Act, we have been
requested to render our opinion as to the legality of the securities covered by
the Registration Statement. The Registration Statement relates to the issuance
and sale from time to time under Rule 415 under the Act of the following
securities of the Company with an aggregate initial public offering of up to
$500,000,000 (or the equivalent in one or more foreign currencies):
1. senior, senior subordinated, subordinated or junior subordinated debt
securities, in one or more series (the "Debt Securities"), which may
be issued under the form of Indenture (the "Indenture") proposed to be
entered into among the Company and a trustee or trustees (the
"Trustees") to be appointed prior to the issuance of the Debt
Securities;
2. shares of Series A Common Stock, par value $.01 per share, of the
Company (the "Series A Common Stock");
3. shares of preferred stock, par value $.01 per share, of the Company
(the "Preferred Stock"), which may be issued in one or more series
pursuant to certificates of designations to be filed prior to the
issuance of the preferred stock; and
4. warrants to purchase securities of the Company (the "Warrants") to be
issued pursuant to a warrant agreement (the "Warrant Agreement")
between the Company and a warrant agent (the "Warrant Agent") to be
appointed prior to the issuance of the Warrants.
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The Debt Securities, the Series A Common Stock, the Preferred Stock and the
Warrants are collectively referred to herein as the "Offered Securities."
Capitalized terms used in this letter and not otherwise defined have the
respective meanings given those terms in the Registration Statement.
In connection with this opinion, we have examined the Registration
Statement and form of Indenture filed as an exhibit to the Registration
Statement (the "Indenture"). We have assumed that the Offered Securities will be
substantially issued as described in the Registration Statement.
In addition, we have examined: (i) those corporate records of the Company
as we have considered appropriate, including copies of the Company's Certificate
of Incorporation, Bylaws, and Certificate of Designation of Convertible
Preferred Stock, Series B, in each case in the form in effect on the date of
this letter (collectively, the "Charter Documents"), and certified copies of
resolutions of the board of directors of the Company (or committees thereof)
relating to the issuance of Offered Securities; and (ii)such other certificates,
agreements and documents as we deemed relevant and necessary as a basis for the
opinions expressed below.
Based on the foregoing, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that:
1. The Indenture has been duly authorized and, when executed and
delivered by the Company and assuming due authorization, execution and
delivery by the applicable Trustees, will be a valid and binding
agreement, enforceable against the Company in accordance with its
terms, except as enforceability may be subject to (a) bankruptcy,
insolvency, fraudulent conveyance or transfer, reorganization,
moratorium or other similar laws affecting creditors' rights
generally, and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity at law).
2. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the board of directors of the Company, or any
appropriate committee appointed by it, and appropriate officers of the
Company have taken all necessary corporate action to approve the
issuance and terms of the Offered Debt Securities and related matters,
(ii) the terms of the Offered Debt Securities and of their issuance
and sale have been duly established in conformity with the Indenture
so as not to violate any applicable law or the Charter Documents or
result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having
jurisdiction over the Company, (iii) the applicable Indenture has been
duly executed and delivered by the Company and the Trustees, and (iv)
the Offered Debt Securities have been duly executed and authenticated
in accordance with the provisions of the applicable Indenture and duly
delivered to the purchasers of those Offered Debt Securities upon
payment of the agreed-upon consideration, the
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Offered Debt Securities, when issued and sold in accordance with the
applicable Indenture and any other duly authorized, executed and
delivered applicable purchase agreement, will be valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as enforceability may
be subject to (a) bankruptcy, insolvency, fraudulent conveyance of
transfer, reorganization, moratorium or other similar laws affecting
creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity at law).
3. With respect to the shares of Series A Common Stock (the "Offered
Common Stock"), when (i) the board of directors of the Company, or any
appropriate committee approved by it, and appropriate officers of the
Company have taken all necessary corporate action to approve the
issuance of the shares of Offered Common Stock, and (ii) certificates
representing the shares of Offered Common Stock are duly executed,
countersigned, registered and delivered to the purchasers of those
shares of the Offered Common Stock upon payment of the agreed-upon
consideration, the shares of Offered Common Stock, when issued and
sold in accordance with any duly authorized, executed and delivered
applicable purchase agreement or upon due exercise of the Offered
Warrants under the Warrant Agreement, will be duly authorized, validly
issued, fully paid and nonassessable, provided that the consideration
for those shares is not less than the par value of those shares.
4. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the board of directors of the
Company, or any appropriate committee appointed by it, and appropriate
officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Preferred Stock and
related matters, including, without limitation, the adoption of a
Certificate of Designation for the Offered Preferred Stock in the form
required by applicable law (the "Certificate of Designation"), (ii)
the filing of the Certificate of Designation with the Secretary of
State of the State of Delaware has duly occurred, (iii) the terms of
the Offered Preferred Stock and of their issuance and sale have been
duly established in conformity with the Charter Documents, including,
without limitation, the Certificate of Designation, so as not to
violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, and (iv)
certificates representing the shares of the Offered Preferred Stock
are duly executed, countersigned, registered and delivered upon
payment of the agreed-upon consideration, the shares of the Offered
Preferred Stock when issued and sold in accordance with any duly
authorized, executed and delivered applicable purchase agreement, will
be duly
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authorized, validly issued, fully paid and nonassessable, provided
that the consideration for these shares is not less than the par value
of those shares.
5. With respect to any Warrants (the "Offered Warrants"), when (i) the
board of directors of the Company, or any appropriate committee
appointed by it, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and the terms
of the Offered Warrants and related matters, (ii) the terms of the
Offered Warrants and of their issuance and sale have been duly
established in conformity with the Warrant Agreement so as not to
violate any applicable law or the Charter Documents or result in a
default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company, (iii) the Warrant Agreement has been duly authorized,
executed and delivered to the Warrant Agent by the Company, (iv) the
Warrant Agreement has been duly authorized, executed and delivered by
the Warrant Agent, and (v) the Offered Warrants have been duly
executed and authenticated in accordance with the provisions of the
Warrant Agreement and duly delivered to the purchasers of those
Offered Warrant upon payment of the agreed-upon consideration, the
Offered Warrants, when issued and sold in accordance with the Warrant
Agreement and any duly authorized, executed and delivered applicable
purchase agreement, will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their
respective terms, except as enforceability may be subject to (a)
bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium or other similar laws affecting creditors'
rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity at
law).
Our opinions expressed above are limited to the laws of the State of New
York, the General Corporation Law of the State of Delaware and the federal laws
of the United States of America. Our opinions are rendered only with respect to
the laws, and the rules, regulations and orders under those laws that are
currently in effect.
We hereby consent to the use of our name in the Registration Statement and
in the prospectus in the Registration Statement as it appears in the caption
"Validity of Securities" and to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required by the Act or by
the rules and regulations under the Act.
Very truly yours,
BAKER BOTTS LLP
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