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EXHIBIT 5
LAW OFFICES OF
PAUL, HASTINGS, XXXXXXXX & XXXXXX LLP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 XXXX XXXXXX XXXXX
XXXXXXXXXXX XXXXX
XXXXX XXXX, XXXXXXXXXX 00000-1924
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
April 21, 1999
Intervisual Books, Inc.
0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Nonstatutory Stock Option Agreements, between
Intervisual Books, Inc. and Xxx X. Xxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx X. Xxxx and Xxxxxxx X.
Xxxxxx; Registration Statement on Form S-8
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 an
aggregate of 331,000 shares of the Company's common stock, no par value, for
issuance pursuant to options granted by the Company under Nonstatutory Stock
Option Agreements between the Company and each of Xxx X. Xxxxxx, dated November
13, 1997, as amended; Xxxxxx X. Xxxxxx, dated April 1, 1998, as amended; Xxxxxxx
Xxxxxxx, dated February 10, 1998, as amended; Xxxxx X. Xxxx, dated October 1,
1997; and Xxxxxxx X. Xxxxx, dated July 16, 1998 (collectively the "Option
Agreements").
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 331,000 shares covered by
the Registration Statement, when issued in accordance with the terms of the
Prospectus forming a part of the Registration Statement and in accordance with
the Option Agreements, will be legally issued, fully-paid and nonassessible.
We hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement.
Respectfully Submitted,
/s/ Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
