SEC Info - Macrovision Corp - ‘S-3ASR’ on 11/9/06

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Macrovision Corp – ‘S-3ASR’ on 11/9/06 – EX-5.1

On: Thursday, 11/9/06, at 9:17pm ET · As of: 11/13/06 · Effective: 11/13/06 · Accession #: 1193125-6-230802 · File #: 333-138596

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/13/06  Macrovision Corp                  S-3ASR     11/13/06    6:515K                                   RR Donnelley/FA

Automatic Shelf Registration Statement for Securities of a Well-Known Seasoned Issuer — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3ASR      Automatic Shelf Registration Statement for          HTML    383K 
                          Securities of a Well-Known Seasoned                    
                          Issuer                                                 
 2: EX-4.6      Form of Common Stock Certificate                    HTML     26K 
 3: EX-5.1      Opinion of Heller Ehrman LLP                        HTML      9K 
 4: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     23K 
 5: EX-23.1     Consent of Kpmg LLP                                 HTML      7K 
 6: EX-25.1     Statement of Eligibility of Trustee on Form T-1     HTML     44K

EX-5.1 — Opinion of Heller Ehrman LLP

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Opinion of Heller Ehrman LLP

EXHIBIT 5.1

Heller Ehrman LLP

275 Middlefield Road

Menlo Park, California 94025

November 9, 2006

Macrovision Corporation

2830 De La Cruz Boulevard

Santa Clara, California 95050

Registration Statement on Form S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 to be filed by you with the Securities and Exchange Commission on or about November 9, 2006 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of (i) $240,000,000 aggregate principal amount of your 2.625% Convertible Senior Notes due 2011 (the “Notes”) issued under an Indenture, dated as of August 23, 2006 between you and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”); and (ii) 8,485,704 shares of your common stock, par value $0.001 per share, initially issuable upon conversion of the Notes pursuant to the Indenture (the “Underlying Common Stock”), to be sold by certain securityholders listed in the Registration Statement (the “Selling Securityholders”). As your legal counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale of the Notes and the Underlying Common Stock by the Selling Securityholders in the manner set forth in the Registration Statement in the section titled “Plan of Distribution”.

It is our opinion that the Notes and the Underlying Common Stock, when sold by the Selling Securityholders in the manner described in the Registration Statement, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and in any amendment to it.

Sincerely,

/s/ HELLER EHRMAN LLP

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-3ASR’ Filing	Date	Other Filings

Filed as of / Effective on:	11/13/06	4
Filed on:	11/9/06	4, 4/A
	8/23/06	8-K
		List all Filings

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Filing Submission 0001193125-06-230802 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)