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                             SHEARMAN & STERLING LLP

                       Commerce Court West, 199 Bay Street
                            P.O. Box 247, Suite 4405
                                Toronto, Ontario
                                 Canada M5L 1E8
                                 (416) 360-8484
                              (416) 360-2958 (fax)

                                  July 28, 2004

IMAX Corporation
2525 Speakman Drive
Mississauga, Ontario L5K 1B1


                                IMAX Corporation

Ladies and Gentlemen:


         We have acted as special United States counsel to IMAX Corporation, a
Canadian corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-4 (the "Registration Statement") filed on
February 27, 2004 with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), as amended by
amendment no. 1 ("Amendment No. 1") to the Registration Statement filed with the
Commission on May 6, 2004, and as further amended by amendment no. 2 ("Amendment
No. 2") to the Registration Statement to be filed with the Commission, relating
to the exchange offer, as set forth in the prospectus contained in the
Registration Statement (the "Prospectus"), by the Company of up to $160,000,000
aggregate principal amount of its 9 5/8% Senior Notes due 2010 which are to be
registered under the Act (the "Registered Notes") in exchange for its
outstanding 9 5/8% Senior Notes due 2010 issued on December 4, 2003 (the
"Outstanding Notes"). The Registered Notes are to be fully and unconditionally
guaranteed on a senior basis, jointly and severally, by each of the Original
Guarantors (as defined below) as to payment of principal, premium, if any, and
interest (the "Guarantees"). The Registered Notes and the Guarantees are to be
issued under an indenture dated as of December 4, 2003 (the "Indenture"), among
the Company, each of the Company's subsidiaries signatory thereto (the "Original
Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), as
supplemented by the supplemental indenture dated April 1, 2004 (the
"Supplemental Indenture") among the Company, the Original Guarantors, 3D Sea II
Ltd. and Taurus-Littrow Productions Inc. (the "First Supplemental Guarantors")
and the Trustee, and as further supplemented by the second supplemental
indenture dated July 14, 2004 (the "Second Supplemental Indenture") among the
Company, the Original Guarantors, the First Supplemental Guarantors, Big Engine
Films Inc. (together with the Original Guarantors and the First Supplemental
Guarantors, the "Guarantors") and the Trustee.


         In such capacity, we have examined the Registration Statement,
Amendment No. 1, Amendment No. 2, specimens of the global certificate relating
to the Registered Notes, including the Guarantees, and the originals, or copies
identified to our satisfaction, of such corporate records of the Company and the
Guarantors, certificates of public officials, officers of the Company and the
Guarantors and other persons, and such other documents, agreements and
instruments as we have deemed necessary as a basis for the opinions hereinafter
expressed. In our examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies. We
have also assumed that the Indenture, the Supplemental Indenture and the Second
Supplemental Indenture have been duly authorized, executed and delivered by the
Trustee.

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         Our opinions expressed below are limited to the laws of the State of
New York, and we do not express any opinion herein concerning any other law.


         Based upon the foregoing, we are of the opinion that when the
Registered Notes and the Guarantees endorsed thereon have been duly executed and
delivered by the Company and the Guarantors, as applicable, and the Registered
Notes have been authenticated by the Trustee in accordance with the Indenture
and exchanged for the Outstanding Notes as contemplated in the Registration
Statement, the Registered Notes and the Guarantees endorsed thereon will
constitute legal, valid and binding obligations of the Company and each
Guarantor, respectively, enforceable against the Company and each Guarantor, as
the case may be, in accordance with their terms. The foregoing opinion is
subject to the qualification that enforcement of the terms is subject to the
effect of any applicable bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting creditors' rights generally and subject to the effect of
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing (regardless of whether
enforcement is considered in a proceeding in equity or at law).


         In delivering the opinion set forth above, we have relied on the
opinion dated July 28, 2004 of Robert D. Lister, Executive Vice President,
Business and Legal Affairs and General Counsel of the Company, as to the
authorization of the execution and delivery by the Company of the Registered
Notes and by each of the Guarantors of the Guarantees.


         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the use of our name under the
heading "Legal Matters" in the Prospectus. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act and the rules and regulations of the Commission
promulgated thereunder.

                                       Very truly yours,

                                       /s/ Shearman and Sterling LLP


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