EXHIBIT 5
FAEGRE & BENSON LLP
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2200 WELLS FARGO CENTER, 90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-3901
TELEPHONE 612.766.7000
FACSIMILE 612.766.1600
May 23, 2005
Board of Directors
ValueVision Media, Inc.
6740 Shady Oak Road
Eden Prairie, Minnesota 55344
Gentlemen:
We have acted as counsel to ValueVision Media, Inc., a Minnesota
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement"), relating to an offering of 2,000,000 shares of Common Stock, par
value $.01 per share (the "Shares"), of the Company, to be issued by the Company
pursuant to the ValueVision Media, Inc. 2004 Omnibus Stock Plan. We have
examined such corporate records and other documents, including the Registration
Statement and the plan, and have reviewed such matters of law as we have deemed
relevant hereto, and, based upon such examination and review, it is our opinion
that all necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Shares and that, when issued and sold as
contemplated in the Registration Statement, the Shares will be legally and
validly issued, fully paid and nonassessable under the current laws of the State
of Minnesota.
We are admitted to the practice of law in the State of Minnesota and
the foregoing opinions are limited to the laws of that state and the federal
laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FAEGRE & BENSON LLP
By: /s/ Peter J. Ekberg
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Peter J. Ekberg