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EXHIBIT 5
October 13, 2000
THQ Inc.
27001 Agoura Road, Suite 325
Calabasas Hills, CA 91301
Re: Registration Statement on Form S-3
Gentlemen/Ladies:
We have acted as counsel for THQ Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to the above-captioned registration statement (the
"Registration Statement"), relating to the registration of the offer and sale
from time to time, by the selling securityholders named therein of 1,000,000
shares of common stock, par value $.01 per share, of the Company (the "Shares"),
consisting of: (i) 890,110 issued and outstanding Shares and (ii) 109,890 Shares
issuable upon the exercise of options held by some of the selling
securityholders named therein.
In rendering this opinion, we have examined and relied upon a copy of
the Registration Statement. We have also examined originals, or copies of
originals certified to our satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the original
documents of any copies thereof submitted to us for our examination.
Based upon and subject to the foregoing, it is our opinion that:
1. The issued and outstanding Shares have been legally issued and are
fully paid and nonassessable.
2. The Shares issuable upon exercise of options, when issued in
accordance with the terms of the underlying options, and when certificates
representing such shares have been duly executed and countersigned and duly
delivered to the persons entitled thereto against payment to the Company for the
exercise price provided for in the underlying option, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Registration Statement. In giving such consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder. The opinions expressed herein are given as of the
date hereof, and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.
Very truly yours,
Sidley & Austin
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