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EXHIBIT 5
August 14, 2000
iNTELEFILM Corporation
5501 Excelsior Boulevard
Minneapolis, Minnesota 55416
RE: INTELEFILM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
1994 DIRECTOR STOCK OPTION PLAN
Ladies and Gentlemen:
In connection with the registration on Form S-8 under the Securities
Act of 375,000 additional shares of common stock to be issued under the
iNTELEFILM Corporation 1994 Director Stock Option Plan, I have examined such
documents and have reviewed such questions of law as I have considered necessary
and appropriate for the purposes of this opinion and, based thereon, I advise
you that, in my opinion, when such shares have been issued and sold pursuant to
the applicable provisions of the plan and in accordance with the registration
statement, such shares will be validly issued, fully paid and nonassessable
shares of iNTELEFILM Corporation's common stock.
I hereby consent to the filing of this opinion as an exhibit to the
above described registration statement.
Very truly yours,
/s/ Jill J. Theis
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Jill J. Theis
Secretary and General Counsel
iNTELEFILM Corporation
