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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 5.1
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DISH DBS Corporation, |
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9601 S. Meridian Boulevard, |
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Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (a) $2,000,000,000 principal amount of 7.75% Senior Notes due 2026 (the “Notes”) of DISH DBS Corporation, a Colorado corporation (the “Company”), 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 subsidiaries of the Company party thereto (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee, and (b) the Guarantees (the “Guarantees”) of each of the Guarantors endorsed upon the Notes, we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that, when the Registration Statement on Form S-4 relating to the Notes and the Guarantees (the “Registration Statement”) has become effective under the Securities Act, the terms of the Notes and the Guarantees and of their issuance have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or any of the Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any of the Guarantors, and the Notes and the Guarantees have been duly executed and authenticated in accordance with the Indenture and issued as contemplated in the Registration Statement, the Notes and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, respectively, 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.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related Prospectus or other offering material relating to the offer and sale of the Notes or the Guarantees. In addition, in rendering the foregoing opinion with respect to the Guarantees, we express no opinion as to the provisions of the sentence immediately preceding the penultimate paragraph of Section 10.01 of the Indenture nor the effect of such provisions on the enforceability of the Guarantees.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York, the Colorado Business Corporation Act and the Colorado Limited Liability Company Act, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, nor with respect to any Federal or state laws relating to communications or telecommunications, including without limitation, the Communications Act of 1934, as amended, and any laws that regulate individuals, companies or businesses because such entities provide communications or telecommunications services, including the provision of satellite broadcast television services. With respect to all matters of Colorado law, we have, with your approval, relied upon the opinion, dated the date hereof, of R. Stanton Dodge, Executive Vice President, General Counsel and Secretary of the Company, delivered to you, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and the Guarantors and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by each of the parties thereto other than the Company and the Guarantors, that the Notes and the Guarantees to be endorsed thereon will conform to the specimens thereof examined by us, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Notes” in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are 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/ Sullivan & Cromwell LLP |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| 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 |