July 28, 2004
IMAX Corporation
2525 Speakman Drive
Mississauga, Ontario L5K 1B1
Shearman & Sterling LLP
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
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") filed with the Commission on May 6,
2004, and as further amended by amendment No. 2 ("Amendment No. 2") to the
Registration Statement 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. (the "First Supplemental Guarantors") and the Trustee, and as further
supplemented by the second supplemental indenture dated July 14, 2004 (the
"Second Supplemental Indenture") among the Company, the Original Guarantors, the
First Supplemental Guarantors, Big Engine Films Inc. (together with the Original
Guarantors and the First Supplemental Guarantors, the "Guarantors") and the
Trustee.
In such capacity, I have examined the Registration Statement,
Amendment No. 1, Amendment No. 2, 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. 2. 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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