January 24, 2005



Lion's Gate Entertainment Corp.
Suite 200
2700 Colorado Avenue
Santa Monica, California
USA 90404


Our Reference: 024066-0020

Dear Sirs/Mesdames:

RE:     REGISTRATION ON FORM S-8 OF LIONS GATE ENTERTAINMENT CORP. (THE
        "COMPANY")

At your request, we have examined the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 2,224,943 common
shares, no par value of the Company, (the "Common Shares"), to be issued
pursuant to the Company's 2004 Performance Incentive Plan (the "Plan").

For the purposes of giving this opinion we have examined originals and
photostatic copies of such corporate records, contracts and instruments of the
Company or other corporations, certificates, permits, licenses or orders of
public officials, commissions, boards and governmental bodies and authorities,
certificates of officers or representatives of the Company, or other
corporations and such other records, contracts and instruments, all as we
believe necessary and relevant as the basis of the opinions set forth herein. We
have also considered such questions of law and examined such statutes,
regulations and orders, certificates and other documents and have made such
other examinations, searches and investigations as we have considered necessary
for the purpose of rendering this opinion.

In reviewing such documents, we have assumed 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 or photostatic copies or facsimiles and the authenticity of
all originals of such documents. We have also assumed the completeness and
accuracy of the Company's corporate records as filed in the minute books of the
Company and of all certificates of public officials and corporate officials. We
have also assumed that the parties delivering the certificates have been duly
appointed to the positions indicated and have the power, capacity and authority
to certify the information contained therein and that


                                                                          Page 2



the certificates referred to above, if dated earlier than the date hereof,
continue to be accurate as of the date hereof. To the extent that any
certificates upon which we have relied are based on any assumption, are given in
reliance on any other certificate or other document or are made subject to any
limitation, qualification or exception, our opinion given in reliance thereon is
also based on such assumption, is given in reliance on such other certificate or
other document and is subject to such limitation, qualification or exception. We
have also assumed that all other persons other than the Company executing
documents on behalf of themselves or on behalf of another party have been duly
authorized to do so and that such documents have been validly executed and
delivered and constitute legal, valid and binding and enforceable obligations of
such parties in accordance with the terms of such documents.

Based and relying on the foregoing, we are of the opinion that the Common Shares
have been duly authorized by all necessary corporate action on the part of the
Company and, when issued in accordance with such authorization, the provisions
of the Plan and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and non assessable.

This opinion is delivered exclusively for the use of the persons to whom it is
addressed and is not to be used or relied upon by third parties. This opinion
should not be quoted from or referred to in dealings with third parties without
our prior written consent. This opinion may not be published or circulated
without our express written consent. We consent to the use of this opinion as an
exhibit to the Registration Statement.

Yours truly,

Heenan Blaikie LLP