[LETTERHEAD OF GEMSTAR]
July 20, 2000
Gemstar-TV Guide International, Inc.
135 N. Los Robles Avenue, Suite 800
Pasadena, CA 91101
Re: Registration Statement on Form S-8 of
Gemstar-TV Guide International, Inc.
(the "Company")
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 100,000 shares of Common Stock, $0.01
par value, of the Company (the "Common Stock") and additional rights pursuant to
the Company's Amended and Restated Rights Agreement by and between the Company
and American Stock Transfer & Trust Company (together with the Common Stock, the
"Shares"), to be issued pursuant to the TV Guide, Inc. 401(k) Stock Plan (the
"Plan"). I have also examined the steps taken and that will be taken in
connection with the authorization of the issuance of the Shares pursuant to and
in accordance with the Plan.
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 and, when issued in accordance with the terms of the Plan, the Shares
will be validly issued, and the Common Stock will be fully paid and
nonassessable.
This opinion will be an exhibit to the Registration Statement.
Respectfully submitted,
/s/ Stephen A. Weiswasser
Stephen A. Weiswasser
Executive Vice President and
General Counsel
