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EXHIBIT 5
FAEGRE & BENSON LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
September 25, 2000
Board of Directors
VALUEVISION INTERNATIONAL, INC.
6740 Shady Oak Road
Eden Prairie, Minnesota 55344
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 1,000,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of VALUEVISION INTERNATIONAL, INC., a Minnesota corporation (the
"Company"), pursuant to the Company's Second Amended 1990 Stock Option Plan, as
amended, 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,
FAEGRE & BENSON LLP
