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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/26/16 Dish DBS Corp S-4 133:26M Toppan Merrill/FA Dish Network Service LLC Echosphere LLC Dish Operating L.L.C. DISH Network LLC |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.13M
Business-Combination Transaction
2: EX-5.1 Opinion of Counsel re: Legality HTML 43K
3: EX-5.2 Opinion of Counsel re: Legality HTML 48K
5: EX-21 Subsidiaries List HTML 41K
6: EX-23.1 Consent of Experts or Counsel HTML 36K
7: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 89K
or T-2
8: EX-99.1 Miscellaneous Exhibit HTML 95K
9: EX-99.2 Miscellaneous Exhibit HTML 56K
4: EX-12.1 Statement re: Computation of Ratios HTML 76K
16: R1 Document and Entity Information HTML 47K
17: R2 Consolidated Balance Sheets HTML 144K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K
19: R4 Consolidated Statements of Operations and HTML 134K
Comprehensive Income (Loss)
20: R5 Consolidated Statements of Changes in HTML 96K
Stockholder's Equity (Deficit)
21: R6 Consolidated Statements of Changes in HTML 41K
Stockholder's Equity (Deficit) (Parenthetical)
22: R7 Consolidated Statements of Cash Flows HTML 119K
23: R8 Organization and Business Activities HTML 48K
24: R9 Summary of Significant Accounting Policies HTML 131K
25: R10 Supplemental Data - Statements of Cash Flows HTML 131K
26: R11 Marketable Investment Securities, Restricted Cash HTML 581K
and Cash Equivalents, and Other Investment
Securities
27: R12 Inventory HTML 81K
28: R13 Property and Equipment HTML 346K
29: R14 Long-Term Debt HTML 339K
30: R15 Income Taxes and Accounting for Uncertainty in HTML 217K
Income Taxes
31: R16 Employee Benefit Plans HTML 65K
32: R17 Stock-Based Compensation HTML 446K
33: R18 Commitments and Contingencies HTML 313K
34: R19 Financial Information for Subsidiary Guarantors HTML 41K
35: R20 Valuation and Qualifying Accounts HTML 71K
36: R21 Quarterly Financial Data (Unaudited) HTML 94K
37: R22 Related Party Transactions HTML 336K
38: R23 Summary of Significant Accounting Policies HTML 188K
(Policies)
39: R24 Supplemental Data - Statements of Cash Flows HTML 126K
(Tables)
40: R25 Marketable Investment Securities, Restricted Cash HTML 558K
and Cash Equivalents, and Other Investment
Securities (Tables)
41: R26 Inventory (Tables) HTML 79K
42: R27 Property and Equipment (Tables) HTML 270K
43: R28 Long-Term Debt (Tables) HTML 293K
44: R29 Income Taxes and Accounting for Uncertainty in HTML 213K
Income Taxes (Tables)
45: R30 Employee Benefit Plans (Tables) HTML 58K
46: R31 Stock-Based Compensation (Tables) HTML 447K
47: R32 Commitments and Contingencies (Tables) HTML 110K
48: R33 Valuation and Qualifying Accounts (Tables) HTML 69K
49: R34 Quarterly Financial Data (Unaudited) (Tables) HTML 92K
50: R35 Related Party Transactions (Tables) HTML 131K
51: R36 Organization and Business Activities (Details) HTML 38K
52: R37 Summary of Significant Accounting Policies HTML 66K
(Details)
53: R38 Supplemental Data - Statements of Cash Flows HTML 81K
(Details)
54: R39 Marketable Investment Securities, Restricted Cash HTML 67K
and Cash Equivalents, and Other Investment
Securities (Details)
55: R40 Marketable Investment Securities, Restricted Cash HTML 62K
and Cash Equivalents, and Other Investment
Securities - Investment in Tracking Stock
(Details)
56: R41 Marketable Investment Securities, Restricted Cash HTML 88K
and Cash Equivalents, and Other Investment
Securities - Unrealized Gains (Losses) On
Marketable Investment Securities (Details)
57: R42 Marketable Investment Securities, Restricted Cash HTML 57K
and Cash Equivalents, and Other Investment
Securities - Marketable Investment Securities in a
Loss Position (Details)
58: R43 Marketable Investment Securities, Restricted Cash HTML 90K
and Cash Equivalents, and Other Investment
Securities - Fair Value Measurements (Details)
59: R44 Inventory (Details) HTML 48K
60: R45 Property and Equipment (Details) HTML 82K
61: R46 Property and Equipment (Details) HTML 59K
62: R47 Property and Equipment - Pay TV Satellites HTML 71K
(Details)
63: R48 Long-Term Debt (Details) HTML 106K
64: R49 Long-Term Debt (Details) HTML 141K
65: R50 Long-Term Debt (Details) HTML 51K
66: R51 Long-Term Debt (Details) HTML 88K
67: R52 Income Taxes and Accounting for Uncertainty in HTML 177K
Income Taxes (Details)
68: R53 Employee Benefit Plans (Details) HTML 65K
69: R54 Stock-Based Compensation (Details) HTML 86K
70: R55 Stock-Based Compensation (Details 2) HTML 114K
71: R56 Stock-Based Compensation (Details 3) HTML 75K
72: R57 Stock-Based Compensation (Details 4) HTML 40K
73: R58 Stock-Based Compensation (Details 5) HTML 43K
74: R59 Stock-Based Compensation (Details 6) HTML 64K
75: R60 Stock-Based Compensation (Details 7) HTML 113K
76: R61 Stock-Based Compensation (Details 8) HTML 56K
77: R62 Stock-Based Compensation (Details 9) HTML 66K
78: R63 Commitments and Contingencies (Details) HTML 71K
79: R64 Commitments and Contingencies (Details 2) HTML 63K
80: R65 Commitments and Contingencies (Details 3) HTML 57K
81: R66 Commitments and Contingencies (Details 4) HTML 44K
82: R67 Commitments and Contingencies (Details 5) HTML 104K
83: R68 Valuation and Qualifying Accounts (Details) HTML 46K
84: R69 Quarterly Financial Data (Unaudited) (Details) HTML 47K
85: R70 Related Party Transactions (Details) HTML 79K
86: R71 Related Party Transactions - Narrative Part 1 HTML 87K
(Details)
87: R72 Related Party Transactions - Narrative Part 2 HTML 114K
(Details)
88: R73 Related Party Transactions - Narrative Part 3 HTML 138K
(Details)
89: R74 Related Party Transactions - Narrative Part 4 HTML 102K
(Details)
90: R75 Related Party Transactions - Narrative Part 5 HTML 80K
(Details)
91: R76 Condensed Consolidated Balance Sheets HTML 140K
92: R77 Condensed Consolidated Balance Sheets HTML 53K
(Parenthetical)
93: R78 Condensed Consolidated Statements of Operations HTML 134K
and Comprehensive Income (Loss)
94: R79 Condensed Consolidated Statements of Cash Flows HTML 101K
95: R80 Organization and Business Activities HTML 48K
96: R81 Summary of Significant Accounting Policies HTML 131K
97: R82 Supplemental Data - Statements of Cash Flows HTML 131K
98: R83 Marketable Investment Securities, Restricted Cash HTML 581K
and Cash Equivalents, and Other Investment
Securities
99: R84 Inventory HTML 81K
100: R85 Property and Equipment HTML 346K
101: R86 Long-Term Debt HTML 339K
102: R87 Commitments and Contingencies HTML 313K
103: R88 Financial Information for Subsidiary Guarantors HTML 41K
104: R89 Related Party Transactions HTML 336K
105: R90 Summary of Significant Accounting Policies HTML 92K
(Policies)
106: R91 Supplemental Data - Statements of Cash Flows HTML 126K
(Tables)
107: R92 Marketable Investment Securities, Restricted Cash HTML 518K
and Cash Equivalents, and Other Investment
Securities (Tables)
108: R93 Inventory (Tables) HTML 79K
109: R94 Property and Equipment (Tables) HTML 175K
110: R95 Long-Term Debt (Tables) HTML 206K
111: R96 Related Party Transactions (Tables) HTML 131K
112: R97 Organization and Business Activities (Details) HTML 38K
113: R98 Supplemental Data - Statements of Cash Flows HTML 49K
(Details)
114: R99 Marketable Investment Securities, Restricted Cash HTML 64K
and Cash Equivalents, and Other Investment
Securities (Details)
115: R100 Marketable Investment Securities, Restricted Cash HTML 64K
and Cash Equivalents, and Other Investment
Securities - Investment in Tracking Stock
(Details)
116: R101 Marketable Investment Securities, Restricted Cash HTML 86K
and Cash Equivalents, and Other Investment
Securities - Unrealized Gains (Losses) On
Marketable Investment Securities (Details)
117: R102 Marketable Investment Securities, Restricted Cash HTML 81K
and Cash Equivalents, and Other Investment
Securities - Fair Value Measurements (Details)
118: R103 Inventory (Details) HTML 48K
119: R104 Property and Equipment (Details) HTML 61K
120: R105 Property and Equipment - Pay TV Satellites HTML 56K
(Details)
121: R106 Long-Term Debt - Long term debt (Details) HTML 109K
122: R107 Long-Term Debt (Details) HTML 93K
123: R108 Commitments and Contingencies (Details) HTML 94K
124: R109 Commitments and Contingencies - Narrative part 2 HTML 69K
(Details)
125: R110 Related Party Transactions (Details) HTML 65K
126: R111 Related Party Transactions - Narrative Part 1 HTML 84K
(Details)
127: R112 Related Party Transactions - Narrative Part 2 HTML 112K
(Details)
128: R113 Related Party Transactions - Narrative Part 3 HTML 142K
(Details)
129: R114 Related Party Transactions - Narrative Part 4 HTML 98K
(Details)
130: R115 Related Party Transactions - Narrative Part 5 HTML 83K
(Details)
132: XML IDEA XML File -- Filing Summary XML 252K
131: EXCEL IDEA Workbook of Financial Reports XLSX 182K
10: EX-101.INS XBRL Instance -- ddbs-20160826 XML 7.12M
12: EX-101.CAL XBRL Calculations -- ddbs-20160826_cal XML 291K
13: EX-101.DEF XBRL Definitions -- ddbs-20160826_def XML 1.65M
14: EX-101.LAB XBRL Labels -- ddbs-20160826_lab XML 3.25M
15: EX-101.PRE XBRL Presentations -- ddbs-20160826_pre XML 2.51M
11: EX-101.SCH XBRL Schema -- ddbs-20160826 XSD 357K
133: ZIP XBRL Zipped Folder -- 0001104659-16-141645-xbrl Zip 501K
Exhibit 5.2
Executive Vice President and General Counsel
DISH DBS Corporation
DISH DBS Corporation
9601 S. Meridian Boulevard
Ladies and Gentlemen:
I am Executive Vice President and General Counsel of each of DISH DBS Corporation, a Colorado corporation (the “Company”), and each of the entities listed on Exhibit 1 hereto (such entities listed on Exhibit 1 are collectively referred to herein as the “Colorado Issuers”), and I have been involved in the registration by the Company, under the Securities Act of 1933, as amended (the “Securities Act”), of $2,000,000,000 principal amount of 7.75% Senior Notes due 2026 (the “Notes”), to be issued in exchange for the Company’s outstanding 7.75% Senior Notes due 2026, pursuant to an Indenture, dated as of June 13, 2016 (the “Indenture”), among the Company, the Colorado Issuers (the “Guarantors”) and U.S. Bank National Association, as trustee. The Exchange Notes will be guaranteed (the “Exchange Guarantees”) by the Guarantors.
In my capacity as such counsel and in connection with this opinion, I have examined such agreements, instruments, documents and corporate records of the Company and the Colorado Issuers as I have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. I have also reviewed copies of the following documents:
1. the Exchange Notes;
2. the Exchange Guarantees; and
3. the Indenture (collectively, the “Operative Documents”).
In my review, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all items submitted to me as originals, and the conformity with originals of all items submitted to me as copies. I have neither examined nor requested an examination of the indices or records of any court or governmental or other agency, authority, instrumentality, or entity for the purposes of this opinion letter. As to any other facts material to this opinion, I have examined and relied upon statements and representations of officers and other representatives of the Company and the Colorado Issuers. In making my examination of documents executed by entities other than the Company and the Colorado Issuers, I have assumed that each other entity had the power and authority (corporate and otherwise) to enter
into and perform all of its obligations thereunder, and I have also assumed the due authorization by each such entity of all requisite actions, the due execution and delivery of such documents by each such other entity, and that such documents are the valid, binding and enforceable obligations of such entities. All references in my opinion that refer to my knowledge refer to my actual knowledge after inquiring of certain officers and other representatives of the Company and such other additional persons as I have deemed appropriate and a review of such documents and certificates as are specified in my opinion or that I have deemed appropriate, but otherwise without any inquiry or investigation.
I call your attention to the fact that the Operative Documents provide that they are to be governed by and construed in accordance with the laws of the State of New York. I am a member of the Bar of the State of Colorado and I express no opinion whatsoever as to the application or effect of the laws of any other jurisdiction other than the State of Colorado or the laws of the United States of America, or as to the interpretation of any agreements or instruments that would arise from the application of the laws of any other jurisdiction.
Based upon and subject to the foregoing, having regard for such legal considerations as I deem relevant, and subject to the further qualifications and limitations stated herein, I am of the opinion that:
1. Each of the Company and the Colorado Issuers has been duly incorporated or organized, is validly existing as a corporation or limited liability company in good standing under the laws of the State of Colorado, has the corporate power and authority to carry on its business as currently conducted and to own, lease and operate its properties and has been duly qualified or licensed and is in good standing as a foreign entity in each jurisdiction in which the nature of its business or the ownership or leasing of its property requires such qualification, except in each case where the failure to be so validly existing, qualified and in good standing would not be reasonably likely to have a material adverse effect on the business, management, financial position or results of operations of the Company and its subsidiaries, taken as a whole.
2. The Exchange Notes have been duly authorized by the Company under Colorado law and, when the Registration Statement on Form S-4 relating to the Exchange Notes and the Exchange Guarantees (the “Registration Statement”) has become effective under the Securities Act and the Exchange Notes have been executed and authenticated in accordance with the Indenture and issued as contemplated in the Registration Statement, the Exchange Notes will be valid and binding obligations of the Company under Colorado law, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
3. The Exchange Guarantees have been duly authorized by each Colorado Issuer and, when the Registration Statement has become effective under the Securities Act and when the Exchange Notes are executed and authenticated in accordance with the Indenture and issued as contemplated in the Registration Statement, the Exchange Guarantees endorsed thereon will be valid and binding obligations of each such Colorado Issuer under Colorado law, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
4. The Indenture has been duly authorized by the Company and each Colorado Issuer party thereto.
In addition to the foregoing:
1. I assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if I become aware of any facts that might change the opinions expressed herein after the date hereof.
2. This opinion letter offers opinions only with respect to the specific legal issues explicitly addressed above. No opinion, unless expressly stated above, may be implied or inferred from any of the foregoing.
The opinions contained herein are being rendered to you solely in connection with the Registration Statement and may not be relied upon by any other party or for any other purpose without my prior written consent. Notwithstanding the foregoing, I hereby consent to the reliance on this opinion by Sullivan & Cromwell LLP in connection with the delivery by such firm of its legal opinion pursuant to the Registration Statement.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Validity of the Notes” in the Prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours, |
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/s/ R. Stanton Dodge |
Exhibit 1
Colorado Issuers
DISH NETWORK L.L.C.
ECHOSPHERE L.L.C.
DISH NETWORK SERVICE L.L.C.
DISH OPERATING L.L.C.
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/26/16 | CORRESP | ||
| 6/13/16 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/30/16 SEC UPLOAD¶ 9/26/17 1:154K Echosphere LLC |