May 4, 2004
IMAX Corporation
2525 Speakman Drive
Mississauga, Ontario L5K 1B1
IMAX Corporation
$160,000,000 9 5/8% Senior Notes due 2010
Ladies and Gentlemen:
I, Robert D. Lister, Executive Vice President, Business and
Legal Affairs and General Counsel of IMAX Corporation, a Canadian corporation
(the "Company"), licensed to practice law in the State of New York, have agreed
to provide an in-house legal opinion in connection with the registration
statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") on February 27, 2004, as amended by amendment no. 1 to the
Registration Statement ("Amendment No. 1"), to be filed with the Commission,
relating to the exchange offer, as set forth in the prospectus contained in the
Registration Statement (the "Prospectus"), by the Company of up to $160,000,000
aggregate principal amount of its 9 5/8% Senior Notes due 2010 which are to be
registered under the Act(the "Registered Notes") in exchange for its outstanding
9 5/8% Senior Notes due 2010 issued on December 4, 2003 (the "Outstanding
Notes"). The Registered Notes are to be fully and unconditionally guaranteed on
a senior basis, jointly and severally, by each of the Original Guarantors (as
defined below) as to payment of principal, premium, if any, and interest (the
"Guarantees"). The Registered Notes and the Guarantees are to be issued under an
indenture dated as of December 4, 2003 (the "Indenture"), between the Company,
each of the Company's subsidiaries signatory thereto (the "Original Guarantors")
and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented
by the supplemental indenture dated April 1, 2004 (the "Supplemental Indenture")
among the Company, the Original Guarantors, Taurus-Littrow Productions Inc. and
3D Sea II Ltd. (together with the Original Guarantors, the "Guarantors") and the
Trustee.
In such capacity, I have examined the Registration Statement,
Amendment No. 1, specimens of the global certificate relating to the Registered
Notes, including the Guarantees, and the originals, or copies identified to my
satisfaction, of such corporate records of the Company and the Guarantors,
certificates of public officials, officers of the Company and the Guarantors and
other persons, and such other documents, agreements and instruments as I have
deemed necessary as a basis for the opinions hereinafter expressed. In my
examinations, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity with the
originals of all documents submitted to us as copies.
The opinions set forth below are limited to the laws of the
jurisdictions of incorporation or formation of the Company and the Guarantors
and I do not express any opinion herein concerning any other laws.
Based upon the foregoing, I am of the opinion that (i) the
execution and delivery by the Company of the Registered Notes have been duly
authorized by the Company and (ii) the execution and delivery by each of the
Guarantors of the Guarantees have been duly authorized by each of the
Guarantors.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to Amendment No. 1. In giving such consent, I do not hereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act and the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Robert D. Lister
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Robert D. Lister
Executive Vice President, Business
and Legal Affairs and General
Counsel of IMAX Corporation
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