<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
October 30, 2000
Media Arts Group, Inc.
521 Charcot Avenue
San Jose, California 95131
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Media Arts
Group, Inc., a Delaware corporation (the "Company"), of a registration statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
offer and sale of up to 2,300,000 shares of the Company's common stock, par
value $0.01 per share (the "Shares"), pursuant to the Media Arts Group, Inc.
1998 Stock Incentive Plan (the "Plan"). We acted as counsel to the Company in
connection with the preparation of the Registration Statement.
We are familiar with the proceedings taken and to be taken in
connection with the authorization, issuance and sale of the Shares.
Additionally, we have examined such matters of fact and question of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware, including statutory
and reported decisional law thereunder, and we express no opinion with respect
to the applicability thereto or the effect thereon of any other laws or as to
any matters of municipal law or any other local agencies within any state.
Subject to the foregoing and in reliance thereon, we are of the
opinion that, upon the issuance and sale of the Shares in the manner
contemplated by the Registration Statement and in accordance with the terms of
the Plan, and subject to the Company completing all action and proceedings
required on its part to be taken prior to the issuance of the Shares pursuant to
the terms of the Plan and the Registration Statement, including, without
limitation, collection of required payment for the Shares, the Shares will be
legally and validly issued, fully paid and nonassessable securities of the
Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
