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EXHIBIT 5
BAKER BOTTS L.L.P.
599 Lexington Avenue
New York, New York 10022-6030
December 29, 2000
Liberty Livewire Corporation
520 Broadway
Santa Monica, California 90401
RE: Liberty Livewire Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Liberty Livewire Corporation, 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 of 24,659
shares (the "Offered Securities") of the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), as stock bonuses to certain employees
of the Company, pursuant to the Employee Bonus Agreements to be entered into
among the Company and such employees ("Bonus Agreements").
In connection with this opinion, we have examined the
Registration Statement and the exhibits thereto. We have assumed that each Bonus
Agreement will conform to the form thereof provided to us and that the Offered
Securities will be issued in accordance with the terms of the Bonus Agreements.
In addition, we have examined: (i) those corporate records of
the Company as we have considered appropriate, including copies of the Company's
Restated Certificate of Incorporation and Bylaws, in each case in the form in
effect on the date of this letter, 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 assumptions,
exceptions and qualifications stated herein, we are of the opinion that the
Offered Securities have been duly authorized by all necessary corporate action
on the part of the Company and, when issued in accordance with the terms of the
Bonus Agreements, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware as currently in effect.
We hereby consent to the use of our name in the Registration
Statement and to the use of this opinion as an exhibit to the Registration
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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,
/s/ BAKER BOTTS L.L.P.
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