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EXHIBIT 5
SIDLEY XXXXXX XXXXX & XXXX
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
CHICAGO 000 XXXX XXXXX XXXXXX BEIJING
---------------- XXX XXXXXXX, XXXXXXXXXX 00000 ---------
DALLAS TELEPHONE 000 000 0000 HONG KONG
---------------- FACSIMILE 000 000 0000 ---------
NEW YORK xxx.xxxxxx.xxx LONDON
---------------- ---------
SAN FRANCISCO SHANGHAI
---------------- FOUNDED 1866 ---------
SEATTLE SINGAPORE
---------------- June 7, 2001 ---------
WASHINGTON, D.C. TOKYO
---------------- ---------
THQ Inc.
00000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to THQ Inc., a Delaware corporation (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to the above-captioned registration
statement (the "Registration Statement"), relating to the registration of
928,000 shares (the "Shares") of common stock, par value $0.01 per share (the
"Common Stock"), of the Company which may be issued upon the exercise of options
granted pursuant to the THQ Inc. Amended and Restated Nonexecutive Employee
Stock Option Plan (the "Plan") together with the 928,000 preferred share
purchase rights associated with such Shares (the "Rights"). The terms of the
Rights are set forth in the Amended and Restated Rights Agreement, dated as of
May 1, 2001, between the Company and Computershare Investor Services, LLC, as
rights agent (the "Rights Agreement").
In rendering this opinion, we have examined and relied upon a
copy of the Registration Statement. We have also examined originals, or copies
of originals certified to our satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the original
documents of any copies thereof submitted to us for our examination.
Based upon, and subject to, the foregoing, we are of the opinion
that:
1. Subject to the effectiveness of the Registration Statement,
the Shares, when issued in accordance with the terms of the underlying options,
and when certificates representing such shares have been duly executed,
countersigned and duly delivered to the persons entitled thereto against payment
to the Company for the exercise price provided for in the underlying options,
will be legally issued, fully paid and nonassessable.
2. The Right to be associated with each Share issuable upon
exercise of options will be validly issued when (a) such Right shall have been
duly issued in accordance with the terms of the Rights Agreement and (b) such
associated Share shall have been duly issued and paid for as set forth in
paragraph 1 above.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to all references to our firm in the Registration
Statement. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations thereunder. The opinions expressed
herein are given as of the date hereof and we assume no obligation to advise you
of changes that may hereafter be brought to our attention.
Very truly yours,
/s/ Sidley Xxxxxx Xxxxx & Xxxx
