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EXHIBIT 5
FAEGRE & BENSON LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
612-336-3000
September 25, 2000
Board of Directors
ValueVision International, Inc.
6740 Shady Oak Road
Eden Prairie, Minnesota 55344
Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
an aggregate offering of 1,466,000 shares of Common Stock, par value $.01 per
share (the "Shares"), of ValueVision International, Inc., a Minnesota
corporation (the "Company"), to be issued by the Company pursuant to the terms
of the Option Agreements between the Company and each of Mdms. or Messrs., as
the case may be, Billitteri, Barnes, Goldfarb, Kittelson, Kritter, Mueller
(Trish), Giombetti, Cavanaugh, Bauer, Clark, Cook, Heyer, Reinkensmeyer, Patel,
Johnson, Casserly, Rosenstein, Torgerson, Mueller (Lyn), Bormann, Radtke,
Wageman, Marshall, Sly, Fisher, Newberg, Agerland, Scully, Cooper, Lambrinos,
Edmonson, Fagre, Smith, Taylor, Houdek, Hartway, Elsenbast, and Fox
(collectively, the "Option Agreements"), we have examined such corporate records
and other documents, including the Registration Statement, and have reviewed
such matters of law as we have deemed relevant hereto, and, based upon such
examination and review, it is our opinion that all necessary corporate action on
the part of the Company has been taken to authorize the issuance and sale of the
Shares and that, when issued and sold as contemplated in the Registration
Statement, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
