Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - iMedia Brands, Inc. | c61884e8vk.htm |
| EX-1.1 - EX-1.1 - iMedia Brands, Inc. | c61884exv1w1.htm |
| EX-99.1 - EX-99.1 - iMedia Brands, Inc. | c61884exv99w1.htm |
Exhibit 5.1
December 17, 2010
ValueVision Media, Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344-3433
6740 Shady Oak Road
Eden Prairie, MN 55344-3433
Ladies and Gentlemen:
We have acted as counsel to ValueVision Media, Inc., a Minnesota corporation (the “Company”), in
connection with the preparation and filing of a prospectus supplement dated December 17, 2010 to
the prospectus dated August 16, 2010 (together, the “Prospectus”) relating to the offer and sale by
the Company, pursuant to that certain Purchase Agreement dated December 17, 2010 (the “Purchase
Agreement”), between the Company and Piper Jaffray & Co., as sole underwriter (the “Underwriter”),
of 4,900,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”). The
Prospectus forms a part of the Company’s registration statement on Form S-3 (No. 333-168312) (the
“Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which was declared
effective on August 16, 2010.
In such capacity, we have examined the Registration Statement, the Prospectus, the Purchase
Agreement and the Articles of Incorporation and Bylaws of the Company. We have also examined such
corporate and other records, documents, agreements and instruments and have made such other
investigations as we have deemed relevant and necessary in connection with the opinion hereinafter
set forth. As to questions of fact material to this opinion, we have relied upon certificates or
comparable documents of public officials and of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications, assumptions and limitations stated
herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold
in the manner and under the terms described in the Purchase Agreement, will upon such issuance and
sale, be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have assumed the accuracy and truthfulness of all public
records of the Company and of all certifications, documents and other proceedings examined by us
that have been produced by officials of the Company acting within the scope of their official
capacities, without verifying the accuracy or truthfulness of such representations, and the
genuineness of all signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies thereof.
We express no opinion concerning any law other than the Minnesota Business Corporation Act,
including the statutory provisions, applicable provisions of the Minnesota Constitution and all
reported judicial decisions interpreting those laws.
We consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s current report on
Form 8-K filed as of the date hereof and to the reference to this firm under the caption “Legal
Matters” in the Prospectus Supplement. In giving this consent, we do not thereby imply or admit
that we are within the category of persons whose consent is required under Section 7 of the
Securities Act, the rules and regulations of the Commission promulgated thereunder, or Item 509 of
Regulation S-K.
This opinion is furnished to you in connection with the filing of the Prospectus Supplement, and is
not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion is
limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond
that expressly stated herein. This opinion speaks only as of the date hereof and we assume no
obligation to revise or supplement this opinion.
| FAEGRE & BENSON LLP |
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| By: | /s/ Jonathan R. Zimmerman | |||
| Jonathan R. Zimmerman | ||||