EX-5 2 ex5.txt EXHIBIT 5 1 EXHIBIT 5 June 30, 2000 THQ Inc. 27001 Agoura Road, Suite 325 Calabasas Hills, CA 91301 Re: Registration Statement on Form S-3 ---------------------------------- Gentlemen/Ladies: We have acted as counsel for THQ Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to the above-captioned registration statement (the "Registration Statement"), relating to the registration of the offer and sale from time to time, by the selling securityholders named therein of 111,013 shares (the "Shares") of common stock, par value $.01 per share, of the Company. 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, it is our opinion that the Shares have been legally issued and are fully paid and nonassessable. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, 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 & Austin