1
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
August 19, 1997
Intervisual Books, Inc.
0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Nonstatutory Stock Option Agreements dated January
13, 1997, between Intervisual Books, Inc. and Xxxx
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
125,000 shares of the Company's common stock, no par value, for issuance
pursuant to options granted by the Company under the Nonstatutory Stock Option
Agreements dated January 13, 1997, between the Company and Xxxx Xxxxxx (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 125,000 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
EXHIBIT 5
