| Of Counsel The Right Honourable Pierre Elliott Trudeau, P.C., C.C., C.H., Q.C., FRSC (1984 - 2000) The Right Honourable Jean Chrétien, P.C., C.C., O.M., Q.C. The Honourable Donald J. Johnston, P.C., O.C., Q.C. Donald R. Munroe, Q.C. Pierre Marc Johnson, G.O.Q., FRSC The Honourable Michel Bastarache, C.C. The Honourable René Dussault, FRSC Peter M. Blaikie, Q.C. André Bureau, O.C. |
September 16, 2011
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, CA 90404
USA
Dear Sir or Madam:
We have acted as Canadian counsel to Lions Gate Entertainment Corp., a company recognized under the laws of British Columbia (the "Company"). At your request, we have examined the Registration Statement of the Company on Form S-3 dated September 16, 2011 (the "Registration Statement") in connection with the registration under the United States Securities Act of 1933 of 22,080,985 common shares of the Company (the "Registered Shares") to be sold, from time to time, by certain selling shareholders (the "Selling Shareholders").
In our capacity as such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate including, without limitation:
Our opinions expressed herein are limited to the current laws of the Province of British Columbia and those federal laws of Canada applicable therein and should not be relied upon, nor are they given, in respect of the laws of any other jurisdiction.
In connection with the opinions expressed herein, we have considered such questions of law and examined such statutes, public and corporate records, certificates of governmental authorities and officers of the Company, other documents and conducted such other examinations as we have considered necessary for the purpose of our opinion.
For the purposes of the opinions expressed herein, we have assumed, with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, telecopied or photostatic copies.
On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant and subject to the limitations and qualifications in this opinion, we are of the opinion that the Registered Shares are validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference of our firm under the heading "Legal Matters" in the Prospectus constituting part of the Registration Statement.
Yours truly,
Heenan BlaikieLLP
/s/ Heenan Blaikie LLP
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