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EXHIBIT 5
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
A Limited Liability Partnership including Professional Corporations
Seventeenth Floor
000 Xxxx Xxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
(000) 000-0000
September 5, 2000
Intervisual Books, Inc.
0000 Xxxxx Xxxx Xxxx. Xxx. 0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Intervisual Books, Inc.
Nonstatutory Stock Option Agreements Between Intervisual
Books, Inc. and Xxxxxx X. Xxxx, Xxxxxxx Xxxxx, Xxxxxx
Xxxxxx and Xxxxxx Xxxxxxx
Ladies and Gentlemen:
As counsel for Intervisual Books, Inc., a California corporation (the
"Company"), you have requested our opinion in connection with the preparation
and filing with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") registering 350,000 shares
of the Company's common stock, no par value, for issuance pursuant to options
granted by the Company under the four Nonstatutory Stock Option Agreements (the
"Option Agreements"). The first agreement is between the Company and Xxxxxx X.
Xxxx and is dated May 11, 1999. The second agreement is between the Company and
Xxxxxxx Xxxxx and is dated March 25, 1999. The third agreement is between the
Company and Xxxxxx Xxxxxx and is dated May 13, 2000. The fourth agreement is
between the Company and Xxxxxx Xxxxxxx and is dated May 12, 2000.
We have examined such records and documents and made such examination
of law as we have deemed relevant in connection with this opinion. Based on the
foregoing, we are of the opinion that the 350,000 shares covered by said
Registration Statement, when issued in accordance with the terms of the Option
Agreements and the Prospectuses forming a part of the Registration Statement,
will be legally issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Respectfully submitted,
PAUL, HASTINGS, XXXXXXXX & XXXXXX LLP
