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Exhibit 5
Gemstar-TV Guide International, Inc.
135 N. Los Robles Avenue, Suite 800
Pasadena, CA 91101
Re: Registration Statement on Form S-3 of
Gemstar-TV Guide International, Inc.
(the "Company")
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 to be filed
with the Securities and Exchange Commission relating to the sale by certain
selling stockholders of up to 3,856,876 shares (the "Shares") of the Company's
common stock, $.01 par value per share. I have also examined the steps taken in
connection with the authorization of the issuance of the Shares.
Based upon my examination, including other matters I have deemed
relevant and advice I have received, I am of the opinion that the Shares have
been duly authorized by all necessary corporate action on the part of the
Company, are validly issued, and are fully paid and nonassessable.
This opinion will be an exhibit to the Registration Statement.
Respectfully submitted,
/s/ STEPHEN A. WEISWASSER
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Stephen A. Weiswasser
Executive Vice President and
General Counsel
