Asc East Inc – ‘S-4/A’ on 11/14/96 – EX-5

As of:  Thursday, 11/14/96   ·   Accession #:  1019781-96-9   ·   File #:  333-09763

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           349±  1.55M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5        Opinion re: Legality                                   2±    11K 
 3: EX-5        Opinion re: Legality                                   5±    23K 
 4: EX-5        Opinion re: Legality                                   4±    21K 
 5: EX-8        Opinion re: Tax Matters                                2±    12K 
 6: EX-10       Material Contract                                     11±    50K 
 7: EX-10       Material Contract                                     53±   204K 
 8: EX-10       Material Contract                                     50±   192K 
 9: EX-10       Material Contract                                     11±    47K 
10: EX-12       Statement re: Computation of Ratios                    3±    14K 
11: EX-23       Consent of Experts or Counsel                          1     10K 
12: EX-23       Consent of Experts or Counsel                          1      8K 
13: EX-25       Statement re: Eligibility of Trustee                  10±    44K 
14: EX-99       Exhibit 99S                                           58±   233K 

EX-5   —   Opinion re: Legality

[LETTERHEAD OF PIERCE ATWOOD]                                                   
November 12, 1996                                                               

American Skiing Company                                                         
P.O. Box 450                                                                    
Bethel, ME 04217                                                                

Re:  Registration Statement on Form S-4                                         
-- File No. 333-9763                                                            

Ladies and Gentlemen:                                                           

We have acted as counsel to                                           
American Skiing Company in connection                                           
with the issuance of the New Notes and                                          
New Subordinated Notes by American                                              
Skiing Company, and the Subsidiary                                              
Guarantees and Subordinated Note                                                
Subsidiary Guarantees of such                                                   
obligations by certain of the Guarantors                                        
(as those terms are defined in the                                              
Prospectus).  In that capacity, we                                              
render the following opinion:                                                   

The New Notes and the New                                             
Subordinated Notes will, when sold, be                                          
legally issued, fully paid and                                                  
nonassessable, and will be binding                                              
obligations of American Skiing Company,                                         
and the Subsidiary Guarantees and the                                           
Subordinated Note Subsidiary Guarantees                                         
issued with respect to the New Notes and                                        
the New Subordinated Notes,                                                     
respectively, by those Guarantors which                                         
are organized under the laws of the                                             
State of Maine and the State of Delaware                                        
will, when issued, be legally issued,                                           
fully paid and will represent legally                                           
binding obligations of such Guarantors.                                         
The foregoing opinion is subject to the                                         
following qualification: the                                                    
enforceability of any obligation of                                             
American Skiing Company or any Guarantor                                        
(including the New Notes, New                                                   
Subordinated Notes, Subsidiary                                                  
Guarantees and Subordinated Note                                                
Subsidiary Guarantees) may be limited by                                        
bankruptcy, insolvency, reorganization,                                         
moratorium, or other laws or rules of                                           
law or equity affecting the enforcement                                         
generally of creditors rights and                                               
remedies, the discretion of the court                                           
before which equitable relief is                                                
requested, and laws relating to                                                 
fraudulent transfers or conveyances,                                            
preferences and equitable subordination.                                        

We consent to being named in the                                      
above-captioned Registration Statement                                          
and related Prospectus under the caption                                        
"Legal Matters" as counsel who are                                              
passing upon the validity of issuance of                                        
the New Notes and the New Subordinated                                          
Notes and such Subsidiary Guarantees and                                        
Subordinated Note Subsidiary Guarantees                                         
and to your filing copies of this letter                                        
as an Exhibit to such Registration                                              
Statement.                                                                      

PIERCE ATWOOD                 

By: /s/ PIERCE                
ATWOOD                                                                          
Its Partner                                                                     

Dates Referenced Herein

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		11/14/96		None on these Dates
		11/12/96
				List all Filings