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EXHIBIT 5
Baker Botts L.L.P.
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 705-5000
Facsimile: (212) 705-5125
June 26, 2000
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
Ladies and Gentlemen:
You have requested our opinion, as counsel for Liberty Media Corporation, a
Delaware corporation ("Liberty"), in connection with Liberty's Registration
Statement on Form S-1 (No. 333-36296) (the "Registration Statement"). The
Registration Statement relates to the offer and sale, under the Securities Act
of 1933, as amended (the "Act"), of up to $810,000,000 aggregate principal
amount of Liberty's 3 3/4% Senior Exchangeable Debentures due 2030 (the
"Debentures") by certain selling security holders ("Selling Security Holders")
named in the prospectus, or in supplements thereto (collectively, the
"Prospectus"), forming part of the Registration Statement.
In rendering our opinion, we have examined (i) the Indenture, dated as of
July 7, 1999, as supplemented by a Fourth Supplemental Indenture, dated as of
February 10, 2000, which were filed as exhibits to the Registration Statement,
(ii) the form of the Debentures, which was filed as an exhibit to the
Registration Statement, and (iii) such other documents, records, and instruments
as we have deemed necessary or advisable for the purpose of rendering this
opinion.
Based upon the foregoing, we are of the opinion that the Debentures, when
sold pursuant to a method of distribution described in the Prospectus and in
compliance with the Act and state securities laws, will be valid and binding
obligations of Liberty, except to the extent that the enforceability thereof may
be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium or other laws relating to or affecting creditors' rights generally
and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our Firm under the caption "Legal
Matters" in the Prospectus. In so doing, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
BAKER BOTTS L.L.P.
