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 Amendment to Form S-4, Registration Statement 177 1.12M
2: EX-3.1 Restated Certificate of Incorporation 53 195K
3: EX-3.2 Amended and Restated By-Laws 9 37K
5: EX-4.11 Security Agreement Dated as of July 17, 1988 71 397K
6: EX-4.12 Subsidiary Security Agreement Dated July 17, 1998 29 135K
7: EX-4.13 Collateral Assignment of Patents, Trademarks Etc. 24 84K
4: EX-4.5 Warrant Agreement 61 243K
8: EX-5.1 Opinion re: Legality 2 13K
9: EX-10.1 Series A Purchase Agreement 61 261K
10: EX-10.2 Series B Purchase Agmt 59 249K
11: EX-10.69 Amendment to Loan and Security Agreement 7 30K
12: EX-10.70 Material Contract 23 79K
13: EX-10.78 Consulting Agreement 6 25K
14: EX-12.1 Statement re: Computation of Ratios 1 13K
15: EX-21.1 List of Subsidiaries of the Registrant 1 7K
16: EX-23.1 Consent of Experts or Counsel 1 8K
17: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 9K
18: EX-25.1 Statement of Eligibilty and Qualification 4 17K
19: EX-99.1 Letter of Transmittal 15 70K
20: EX-99.2 Notice of Guaranteed Delivery 3 17K
21: EX-99.3 Exchange Agent Agreement 10 40K
EX-5.1 — Opinion re: Legality
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[Shearman & Sterling Letterhead]
October 26, 1998
Discovery Zone, Inc.
565 Taxter Road, Fifth Floor
Elmsford, New York 10523
Ladies and Gentlemen:
We are acting as counsel to Discovery Zone, Inc. (the "Company"), a
Delaware corporation, in connection with the filing by the Company of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"). Pursuant to the
Registration Statement, the Company offers to exchange (the "Exchange Offer")
$20,000,000 aggregate principal amount of its outstanding 13 1/2% Senior
Collateralized Notes due 2002 (the "Private Notes") for $20,000,000 aggregate
principal amount of its 13 1/2% Senior Collateralized Notes due 2002 (the
"Exchange Notes"). The Private Notes were, and the Exchange Notes will be,
issued under an indenture (the "Indenture") dated as of July 17, 1998 among the
Company, the guarantors named therein and Firstar Bank of Minnesota, N.A., as
trustee (the "Trustee").
In this capacity, we have examined the Registration Statement, the
Indenture, the Private Notes, a form of the Exchange Notes contained in the
Indenture and originals and copies certified or otherwise identified to our
satisfaction of such documents as we have deemed necessary or appropriate to
enable us to render the opinions expressed below.
Based upon the foregoing and assuming the due authorization, execution
and delivery of the Indenture by the Trustee, it is our opinion that the
Exchange Notes to be exchanged for the Private Notes as contemplated in the
Registration Statement, when duly authorized, executed and delivered by the
Company and duly authenticated by the Trustee, in each case in accordance with
the provisions of the Indenture, will constitute the legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture, except as
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfer), reorganization,
moratorium and other similar laws relating to or affecting enforcement of
creditors' rights generally and by general principles of equity (regardless of
whether the issue of enforceability is considered in a proceeding in equity or
at law).
We are attorneys admitted to practice law in the State of New York and
we do not express herein any opinion as to any matters governed by or involving
conclusions under the laws of any other jurisdiction other than the laws of the
State of New York and the federal laws of the United States of America.
We are aware that we are referred to under the heading "Legal Matters"
in the prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name therein and the filing of this opinion as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling
STG/TJF/JPB/DEG/JA
Dates Referenced Herein and Documents Incorporated by Reference
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