EX-5 2 0002.txt OPINION OF JILL J. THEIS 1 EXHIBIT 5 June 23, 2000 iNTELEFILM Corporation 5501 Excelsior Boulevard Minneapolis, Minnesota 55416 RE: iNTELEFILM CORPORATION REGISTRATION STATEMENT ON FORM S-8 2000 STOCK OPTION PLAN 1999 BROAD-BASED STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT Ladies and Gentlemen: In connection with the registration on Form S-8 under the Securities Act of 500,000 shares of common stock to be issued under the iNTELEFILM Corporation 2000 Stock Option Plan, 400,000 shares of common stock to be issued under the iNTELEFILM Corporation 1999 Broad-Based Stock Incentive Plan, and 100,000 shares of common stock to be issued pursuant to a Non-Qualified Stock Option Agreement, I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of this opinion and, based thereon, I advise you that, in my opinion, when such shares have been issued and sold pursuant to the applicable provisions of the respective plan or agreement and in accordance with the registration statement, such shares will be validly issued, fully paid and nonassessable shares of iNTELEFILM Corporation's common stock. I hereby consent to the filing of this opinion as an exhibit to the above described registration statement. Very truly yours, /s/ Jill J. Theis ----------------------------------- Jill J. Theis Secretary and General Counsel iNTELEFILM Corporation