Exhibit 5.1
|
|
30 ROCKEFELLER PLAZA
TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com |
AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON |
LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON |
September 1, 2015
Liberty Interactive Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by Liberty Interactive Corporation, a Delaware corporation (“Liberty Interactive”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of shares of Series A QVC Group common stock, par value $0.01 per share, of Liberty Interactive (the “Shares”) to be issued pursuant to the Agreement and Plan of Reorganization dated as of August 16, 2015 among Liberty Interactive, Purchaser, Ziggy Merger Sub, LLC and zulily (the “Merger Agreement”), certain legal matters in connection with the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel in connection with the matter referred to above, we have examined originals, or copies certified or otherwise identified, of such corporate records, certificates of public officials, statutes and such other instruments and documents as we have deemed necessary or advisable for the purpose of rendering this opinion. We have relied upon certificates of officers of Liberty Interactive and of public officials with respect to the accuracy of the factual matters contained in such certificates and we have assumed, without independent investigation, that all signatures on documents examined by us are genuine, all documents submitted to us as originals are authentic, all documents submitted to us as copies of original documents conform to the original documents and all information submitted to us was accurate and complete.
In connection with this opinion, we have assumed that prior to the issuance of any of the Shares (i) the Registration Statement, as then amended, will have become effective under the Act and such effectiveness shall not have been terminated or rescinded and (ii) the other conditions to consummating the transactions contemplated by the Merger Agreement will have been satisfied or waived and such transactions are consummated.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on behalf of Liberty Interactive, and upon issuance and delivery pursuant to and in accordance with the terms and conditions set forth in the Registration Statement and the Merger Agreement, such Shares will be validly issued, fully paid and nonassessable.