Echostar Satellite Broadcasting Corp – ‘S-1/A’ on 6/13/96 – EX-5.1

As of:  Thursday, 6/13/96   ·   Accession #:  912057-96-12228   ·   File #:  333-03980

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Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement    284   1.57M 
                          (General Form)                                         
 2: EX-5.1      Opinion re: Legality                                   2±     9K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-23.2     Consent of Experts or Counsel                          1      6K 
 5: EX-99.1     Miscellaneous Exhibit                                 14     48K 
 6: EX-99.2     Miscellaneous Exhibit                                  3     12K 
 7: EX-99.3     Miscellaneous Exhibit                                  2      9K 
 8: EX-99.4     Miscellaneous Exhibit                                  3     13K 
 9: EX-99.5     Miscellaneous Exhibit                                  5±    16K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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[LETTERHEAD]

                                                                   June 13, 1996

Echostar Satellite Broadcasting Corporation                                     
Echostar Communications Corporation                                             
Dish, Ltd.                                                                      
Direct Broadcasting Satellite Corporation                                       
90 Inverness Circle East                                                        
Englewood, CO 80112-5300                                                        

Re: 13 1/8% Senior Secured Discount Notes due 2004                      

Gentlemen:                                                                      

    As  counsel  for  Echostar Satellite  Broadcasting  Corporation,  a Colorado
corporation (the "Issuer");  and Echostar Communications  Corporation, a  Nevada
corporation; Dish, Ltd., a Nevada corporation; and Direct Broadcasting Satellite
Corporation,  a Colorado  corporation (collectively,  the "Guarantors"),  we are
familiar with the Issuer's  and the Guarantors'  Registration Statement on  Form
S-1 as amended (Registration No. 333-3980) (the "Registration Statement"), first
filed  with the Securities and Exchange  Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), on April 24, 1996, and Amendment
No. 1 to the Registration Statement, filed with the Commission under the Act  on
June  13,  1996, relating  to  the Issuer's  proposed  offer to  exchange  up to
$580,000,000 in aggregate  principal amount of  its new 13  1/8% Senior  Secured
Discount  Notes  due  2004 (the  "Exchange  Notes")  for up  to  $580,000,000 in
aggregate principal amount of  its outstanding 13  1/8% Senior Secured  Discount
Notes  due  2004  and  the  related guarantees  of  the  Exchange  Notes  by the
Guarantors (the "Guarantees").                                                  

    In connection  with the  foregoing, we  have examined  such records  of  the
Issuer  and the Guarantors  and such other  documents as we  deemed necessary to
render this opinion.                                                            

Based upon such examination, we are of the opinion that:                

    1.  The  Exchange Notes,  when issued pursuant  to the  Indenture among  the
Issuer, the Guarantors, and First Trust National Association, as trustee, in the
form  incorporated by reference as an exhibit to the Registration Statement (the
"Indenture"), and in the manner contemplated by the Registration Statement, will
be the legal, valid, and binding obligations of the Issuer.                     

    2.  The Guarantees, when issued pursuant to the Indenture and in the  manner
contemplated  by  the  Registration Statement,  will  be the  legal,  valid, and
binding obligations of the Guarantors.                                          

    We hereby  consent to  the filing  of this  opinion as  Exhibit 5.1  to  the
Registration Statement and the reference to us under the caption "Legal Matters"
in the Prospectus that is a part of the Registration Statement.                 

                     Very truly yours,

                     BAKER & HOSTETLER

GHH:ks                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing		Date		Other Filings
Filed on:		6/13/96		None on these Dates
		4/24/96
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