MSH Entertainment Corp/CA – IPO: ‘S-1’ on 4/4/97 – EX-5.1

As of:  Friday, 4/4/97   ·   Accession #:  898430-97-1403   ·   File #:  333-24575

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         S-1/ Common Stock - $10,822,500                       95    448K 
 2: EX-1.1      Selling Group Agreement                                7     43K 
 3: EX-3.1      Articles of Incorporation - Msh Entertainment         14     65K 
 4: EX-3.2      Bylaws - Msh Entertainment Corp.                       6     32K 
 5: EX-4.1      Subscription Agreement                                 3     16K 
 6: EX-5.1      Opinion - Glenn Gearhart                               2±    11K 
 7: EX-10.1     Employment Agreement - Msh & Robert Maerz             12     48K 
16: EX-10.10    Cooperation Agreement - Msh & Happy Zone              16     61K 
17: EX-10.11    Promissory Note - Msh & Robert Maerz                   1     10K 
18: EX-10.12    Promissory Note - Msh & Alfred Morgan                  1     10K 
19: EX-10.13    Promissory Note - Msh & Rick Seibold                   1     10K 
20: EX-10.14    Promissory Note - Msh & Jonathan Stathakis             1     10K 
21: EX-10.15    Credit Agreement - Msh & Happy Zone                    3     17K 
 8: EX-10.2     Employment Agreement - Msh & Jonathan Stathakis       12     48K 
 9: EX-10.3     Employment Agreement - Msh & Christopher Haigh         9     47K 
10: EX-10.4     Employment Agreement - Msh & Fred Aurelio             10     43K 
11: EX-10.5     Promissory Note - Christopher Haigh                    2     14K 
12: EX-10.6     Msh - 1996 Stock Option Plan                          12     48K 
13: EX-10.7     Credit Agreement - Msh & Robert Posner                 5     25K 
14: EX-10.8     Cooperation & Warrant Agreement - Msh & Intel         37    160K 
15: EX-10.9     Production Agreement - Msh & Abrams/Gentle            19     75K 
22: EX-27       Financial Data Schedule                                2     10K 

EX-5.1   —   Opinion – Glenn Gearhart

EX-5.1
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                                                                     EXHIBIT 5.1

GLENN L. GEARHART 
Attorney at Law 
7222 Seaworthy Drive
Huntington Beach, CA USA 92648
Ph 714-536-8045  Fax 714-536-7035 

March 14, 1997                                                                  

MHS Entertainment Corporation                                                   
3330 Ocean Park Blvd.                                                           
Santa Monica, CA 90405                                                          

Re:  MHS Entertainment Corporation,  Form S-1 Registration Statement  
                                   -------------------------------

Dear Sir or Madam:                                                              

In connection with the pending Registration Statement on Form S-1 (the          
"Registration Statement") filed by MHS Entertainment Corporation, a Utah        
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering for sale under the Securities Act of 1993, as amended    
(the "Act"), an aggregate of 3,250,000 shares of the Company's Common Stock, you
have requested my opinion as to certain legal matters regarding the issuance    
under Utah law of the Common Stock.                                             

For purposes of rendering this opinion, I have examined such documents as I have
deemed advisable or necessary, including, among other things, the Company's     
Articles of Incorporation and Bylaws, resolutions adopted by the Company's Board
of Directors authorizing the issuance and sale of the Common Stock, and oral and
written representations from officers of the Company.  In rendering this        
opinion, I have also made such other investigations and reviewed such other     
corporate and official records, agreements, certificates, approvals and other   
documents, and have reviewed such matters of law, as I have deemed necessary or 
appropriate for purposes of this opinion.                                       

On the basis of such examination and inquiries, and relying thereon, I am of the
opinion that the issuance and sale of the Common Stock have been duly           
authorized by all necessary corporate action under the laws of the State of     
Utah, and that the shares of Common Stock, when issued, sold and paid for as    
described in the Registration Statement, will be validly issued, fully paid and 
non-assessable under the laws of the State of Utah.                             

I hereby consent to the use of this opinion as an exhibit to the Registration   
Statement and to the reference to me under the caption "Legal Matters" in the   
Registration Statement.                                                         

Very truly yours,                                                               

/s/ Glenn L. Gearhart                                                         
----------------------                                                          
Glenn L. Gearhart                                                               

Dates Referenced Herein

This ‘S-1’ Filing		Date		Other Filings
Filed on:		4/4/97		None on these Dates
		3/14/97
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