Exhibit 5.1

 

	30 ROCKEFELLER PLAZA	AUSTIN	LONDON
	NEW YORK, NEW YORK	BEIJING	MOSCOW
	10112-4498	BRUSSELS	NEW YORK
		DALLAS	PALO ALTO
	TEL   +1 212.408.2500	DUBAI	RIYADH
	FAX  +1 212.408.2501	HONG KONG	SAN FRANCISCO
	BakerBotts.com	HOUSTON	WASHINGTON

 

December 29, 2017

 

Liberty Interactive Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

 

Re:                             Liberty Interactive Corporation Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

This opinion is being furnished in connection with the filing by Liberty Interactive Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company has requested our opinion concerning the status under Delaware law of the 5,192,628 shares (the “Shares”) of the Company’s Series A QVC Group common stock, par value $.01 per share (the “Series A QVC Group Common Stock”) included in the Registration Statement, that may be issued pursuant to the terms of the HSN, Inc. Second Amended and Restated 2008 Stock and Annual Incentive Plan and the HSN, Inc. 2017 Omnibus Incentive Plan (together, the “Plans”).  The Plans and existing awards issued pursuant to the Plans were assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of July 5, 2017, by and between the Company, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company, and HSN, Inc., a Delaware corporation (the “Merger Agreement”).

 

For purposes of our opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

 

1.                                      Restated Certificate of Incorporation of the Company, as currently in effect;

 

2.                                      Bylaws of the Company, as currently in effect;

 

3.                                      Resolutions of the Company’s Board of Directors authorizing the issuance of the Shares pursuant to the terms of the Plan and the preparation and filing of the Registration Statement under the Securities Act;

 

 

 

 

Liberty Interactive Corporation

- 2 -

December 29, 2017

 

4.                                      The Plans; and

 

5.                                      The Merger Agreement.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. We have also assumed that: (i) all of the Shares will be issued for the consideration permitted under the Plans as currently in effect, and none of such Shares will be issued for less than $.01 per share; (ii) all actions required to be taken under the Plans by the Board of Directors of the Company (or any committee thereof) have been or will be taken by the Board of Directors of the Company (or any committee thereof); and (iii) at the time of issuance of the Shares under the Plans, the Company shall continue to have sufficient authorized and unissued shares of Series A QVC Group Common Stock reserved for issuance thereunder.

 

Based upon and subject to the foregoing, we are of the opinion that:

 

1.                                      The Shares are duly authorized for issuance.

 

2.                                      If and when any Shares are issued in accordance with the requirements of the Plans and assuming the continued updating and effectiveness of the Registration Statement and the completion of any necessary action to permit such issuance to be carried out in accordance with applicable securities laws, such Shares will be validly issued, fully-paid and non-assessable.

 

This opinion is limited to the General Corporation Law of the State of Delaware and federal securities laws. We express no opinion with respect to the laws of any other jurisdiction.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Baker Botts L.L.P.
	BAKER BOTTS L.L.P.