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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)

                                  May 4, 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, 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 o, 2004 (the "Supplemental Indenture") among the Company, the Original
Guarantors, 3D Sea II Ltd. and Taurus-Littrow Productions Inc. (together with
the Original Guarantors, the "Guarantors") and the Trustee.

         In such capacity, we have examined the Registration Statement,
Amendment No. 1, 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 and the 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 authorized,
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).

         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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