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EXHIBIT 5
[Gemstar-TV Guide Letterhead]
August 29, 2000
Gemstar-TV Guide International, Inc.
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
Re: Registration Statement on Form S-8 of Gemstar-TV Guide
International, Inc. (the "Company")
Ladies and Gentlemen:
At your request, 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 7,288,305 shares
of Common Stock, $0.01 par value, of the Company (the "Common Stock"), and
additional rights pursuant to the Company's Second Amended and Restated Rights
Agreement by and between the Company and American Stock Transfer & Trust
Company, a New York company, as rights agent (together with the Common Stock,
the "Shares"), to be issued pursuant to the TV Guide, Inc. Equity Incentive
Plan. At your request, I have examined the proceedings heretofore taken in
connection with the authorization of the Plan and the Shares to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact and law as I have
deemed relevant, 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 such authorization and the terms of the Plan, the Shares will be
validly issued, and the Common Stock will be fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Respectfully submitted,
/s/ Stephen A. Weiswasser
Stephen A. Weiswasser
Executive Vice President
and General Counsel
