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EXHIBIT 5
June 30, 2000
THQ Inc.
27001 Agoura Road, Suite 325
Calabasas Hills, CA 91301
Re: Registration Statement on Form S-3
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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 111,013
shares (the "Shares") of common stock, par value $.01 per share, of the Company.
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
the Shares have been legally issued and are 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,
/s/ Sidley & Austin
