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EXHIBIT 5
September 7, 1999
Take-Two Interactive Software, Inc.
575 Broadway
New York, New York 10012
Gentlemen:
You have requested our opinion with respect to the offer and
sale by you, Take-Two Interactive Software, Inc., a Delaware corporation (the
"Company"), pursuant to a Registration Statement (the "Registration Statement")
on Form S-8 under the Securities Act of 1933, as amended (the "Act"), of up to
391,665 shares (the "Shares") of common stock, par value $.01 per share, of the
Company (the "Common Stock"), issuable upon exercise of stock options (the
"Options").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of executive
officers and responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized and when sold, paid for and issued as
contemplated by the Registration Statement and the Options will be duly and
validly issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, we do not thereby concede
that we come within the categories of persons whose consent is required by the
Act or the General Rules and Regulations promulgated thereunder.
Very truly yours,
MORRISON COHEN SINGER & WEINSTEIN LLP
