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EXHIBIT 5
December 29, 2000
Media 100 Inc.
290 Donald Lynch Boulevard
Marlboro, MA 01752-4748
Ladies and Gentlemen:
This opinion is being furnished in connection with a registration statement on
Form S-8 and all exhibits thereto (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of 200,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of Media 100 Inc., a Delaware corporation (the "Company"). The
Shares are to be issued pursuant to the Company's 1986 Employee Stock Purchase
Plan (the "Plan").
We are counsel to the Company and are familiar with the action taken by the
Company in connection with the Plan. For purposes of this opinion, we have
examined the Registration Statement, the Plan and such other documents, records,
certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of, compliance with or effect of
federal law or the law of any jurisdiction other than the General Corporation
Law of the State of Delaware.
Based on the foregoing, we are of the opinion that, when the Shares have been
issued and sold in accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and non-assessable. The foregoing opinion assumes
that the per share consideration received by the Company for the Shares will
exceed the par value of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
LUCASH, GESMER & UPDEGROVE, LLP
