Exhibit 5

                   [BAKER BOTTS L.L.P. LETTERHEAD]


October 31, 2003

Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112

Ladies and Gentlemen:

You have requested our opinion, as counsel for Liberty Media Corporation, a
Delaware corporation ("Liberty"), in connection with Liberty's Registration
Statement on Form S-3 (File No. 333-105006) (the "Registration Statement").  The
Registration Statement relates to the offer and sale, under the Securities Act
of 1933, as amended (the "Securities Act"), of up to $1,750,000,000 aggregate
principal amount of Liberty's .75% Exchangeable Senior Debentures due 2023 (the
"Debentures") by certain selling security holders ("Selling Security Holders")
named in the prospectus (as the same may be supplemented or amended from time to
time, the "Prospectus") forming part of the Registration Statement.

In rendering our opinion, we have examined (i) the Indenture, dated as of July
7, 1999, as supplemented by a Tenth Supplemental Indenture, dated as of March
26, 2003, which were filed as exhibits to the Registration Statement, (ii) the
form of the Debentures, which was filed as an exhibit to the Registration
Statement, and (iii) such other documents, records and instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion.

Based upon the foregoing, we are of the opinion that the Debentures, when sold
pursuant to a method of distribution described in the Prospectus and in
compliance with the Securities Act and state securities laws, will be valid and
binding obligations of Liberty, except to the extent that the enforceability
thereof may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium or other laws relating to or affecting creditors'
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our Firm under the caption "Legal
Matters" in the Prospectus.  In so doing, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

Very truly yours,

Baker Botts L.L.P.