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EXHIBIT 5
BRIGGS AND MORGAN,
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
June 9, 2000
K-tel International, Inc.
2605 Fernbrook Lane North
Minneapolis, MN 55447
RE: K-TEL INTERNATIONAL, INC.
REGISTRATION STATEMENT ON FORM S-8
2000 NON-QUALIFIED STOCK OPTION AGREEMENTS
Gentlemen:
In connection with the registration on Form S-8 under the Securities
Act of 1933, as amended, of 165,000 shares of Common Stock, issuable pursuant to
the exercise of two 2000 Non-qualified Stock Option Agreements, we have examined
such documents and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of this opinion and, based thereon,
we advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the agreements and in accordance with
the Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
above described Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By: /s/ Avron L. Gordon
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Avron L. Gordon
