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August 11, 2000
Getty Images, Inc.
701 N. 34th Street, Suite 400
Seattle, WA 98103
Ladies and Gentlemen:
We have acted as counsel to Getty Images, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-3 (Registration No. 333-39010)
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the registration of
(i) the Company's $250,000,000 aggregate principal amount of 5% Convertible
Subordinated Notes due 2007 (the "Notes") and (ii) 4,092,992 shares of common
stock, par value $0.01 per share ("Common Stock"), of the Company issuable upon
conversion of the Notes, plus such indeterminate number of shares of Common
Stock as may become issuable by means of an adjustment to the conversion price
of the Notes (the "Conversion Shares"). The Notes were issued under an
Indenture, dated as of March 13, 2000 (the "Indenture"), by and between the
Company and The Bank of New York, as trustee. The Notes and the Conversion
Shares are to be offered and sold by certain securityholders of the Company.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinion hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
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1. The Notes constitute the legal, valid and binding obligations of
the Company, enforceable against it in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
2. The Conversion Shares have been duly and validly authorized by
the Company, and when issued upon conversion of the Notes in accordance with the
terms of the Indenture, assuming compliance with the terms of the Indenture by
the Company, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to this firm under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
