<PAGE> 1
EXHIBIT 5
June 23, 2000
iNTELEFILM Corporation
5501 Excelsior Boulevard
Minneapolis, Minnesota 55416
RE: iNTELEFILM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
2000 STOCK OPTION PLAN
1999 BROAD-BASED STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
Ladies and Gentlemen:
In connection with the registration on Form S-8 under the Securities
Act of 500,000 shares of common stock to be issued under the iNTELEFILM
Corporation 2000 Stock Option Plan, 400,000 shares of common stock to be issued
under the iNTELEFILM Corporation 1999 Broad-Based Stock Incentive Plan, and
100,000 shares of common stock to be issued pursuant to a Non-Qualified Stock
Option Agreement, 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
respective plan or agreement 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
-----------------------------------
Jill J. Theis
Secretary and General Counsel
iNTELEFILM Corporation
