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EXHIBIT 5
November 17, 2000
Board of Directors
Intelefilm Corporation
5501 Excelsior Boulevard
Minneapolis, MN 55416
RE: INTELEFILM CORPORATION
REGISTRATION STATEMENT ON FORM S-4
Gentlemen:
I have acted as counsel to Intelefilm Corporation, a Minnesota
corporation (the "Company"), in connection with the issuance and sale by the
Company of an aggregate of up to 244,880 shares of common stock, par value $0.02
per share (the "Common Stock"), of the Company pursuant to (1) the Company's
offer (the "Offer") to issue shares of Common Stock in exchange for the
outstanding shares of common stock, par value $0.01 per share, of Harmony
Holdings, Inc., a Delaware corporation ("Harmony"), and (2) the merger (the
"Merger") of Harmony into the Company, or a wholly-owned subsidiary of the
Company, after completion of the Offer.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Company's
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on the date hereof (the "Registration Statement"),
(ii) the form of certificates to be used to represent the shares of Common
Stock, (iii) the Articles of Incorporation and By-Laws of the Company, as
amended to date, (iv) resolutions adopted by the board of directors of the
Company with respect to the Offer and the issuance of the shares of Common Stock
contemplated thereby, and (v) such other documents as I have deemed necessary or
appropriate as a basis for the opinions set forth below.
In my examination, I have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies, and the
authenticity of originals of such copies. As to any facts material to this
opinion which I did not independently establish or verify, I have relied upon
representations of the Company and others.
I am admitted to the bar in the State of Minnesota, and I do not
express any opinion as to the law of any other jurisdiction other than Minnesota
and the laws of the United States of America to the extent specifically referred
to herein.
Based upon and subjected to the foregoing, and assuming the due
execution and delivery of certificates representing the shares of Common Stock
in the form examined by me, I am of the opinion that the shares of Common Stock
to be issued by the Company pursuant to the Offer and the Merger, when issued in
accordance with the terms of the Offer and the Merger, will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. I also consent to the reference to
myself under the caption "LEGAL MATTERS" in the Registration Statement.
Very truly yours,
By: /s/ Jill J. Theis
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Jill J. Theis
General Counsel and Secretary
iNTELEFILM Corporation
