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 No. 1 to Form S-4 169 816K
2: EX-5.1 Opinion of Latham & Watkins 3 13K
3: EX-23.2 Consent of Deloitte & Touche LLP 1 7K
4: EX-23.3 Consent of Kpmg Peat Marwick LLP 1 6K
5: EX-23.4 Consent of Coopers & Lybrand, LLP 1 6K
EX-5.1 — Opinion of Latham & Watkins
EX-5.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
July 24, 1998
(File No.)
Silver Cinemas International, Inc.
4004 Beltline Road, Suite 205
Dallas, Texas 75244
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the registration of $100,000,000
aggregate principal amount of 10 1/2% Senior Subordinated Notes due 2005 (the
"Exchange Notes") by Silver Cinemas International, Inc., a Delaware corporation
(the "Company"), together with the guarantees of the Exchange Notes (the
"Guarantees") by Silver Cinemas, Inc., Landmark Theatre Corp. and SCI
Acquisition Corp. (collectively, the "Guarantors"), on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on June 15, 1998 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. The Exchange Notes will be issued pursuant to an
indenture (the "Indenture"), dated as of April 15, 1998, among the Company, the
Guarantors and Norwest Bank Minnesota, N.A., as trustee (the "Trustee"). The
Exchange Notes will be issued in exchange for the Company's outstanding 10 1/2%
Senior Subordinated Notes due 2005 (the "Private Notes") on the terms set forth
in the prospectus contained in the Registration Statement and the Letter of
Transmittal filed as an exhibit thereto (the "Exchange Offer").
In our capacity as your special counsel, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
[LATHAM & WATKINS]
Silver Cinemas International, Inc.
July 24, 1998
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject
transactions only of the internal laws of the State of New York and the General
Corporation Law of the State of Delaware and we express no opinion with respect
to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof:
1. The Exchange Notes, when duly executed, issued,
authenticated and delivered in accordance with the terms of the Exchange Offer
and the Indenture, will be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
2. The Guarantees, when duly executed and delivered and
when the Exchange Notes are duly executed, issued, authenticated and delivered
in accordance with the terms of the Exchange Offer and the Indenture, will be
legally valid and binding obligations of the Guarantors, enforceable against the
Guarantors in accordance with their terms.
The opinions rendered in paragraphs 1 and 2 above are
subject to the following exceptions, limitations and qualifications: (i) the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors; (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought and
(iii) we express no opinion concerning the enforceability of the waiver of
rights or defenses contained in Section 4.06 of the Indenture.
To the extent that the obligations of the Company and the
Guarantors under the Indenture may be dependent upon such matters, we have
assumed for purposes of this opinion that (i) the Trustee is validly existing
and in good standing under the laws of its jurisdiction of organization; (ii)
the Trustee has been duly qualified to engage in the activities contemplated by
the Indenture; (iii) the Trustee is in compliance generally, and with respect to
acting as Trustee under the Indenture, with all applicable laws and regulations;
and (iv) the Trustee has the requisite organizational and other power and
authority to perform its obligations under the Indenture.
We have not been requested to express and, with your
knowledge and consent, do not render any opinion with respect to the
applicability to the obligations of the Company or the Guarantors under the
Exchange Notes, the Guarantees or the Indenture of Sections 547 and 548 of Title
11 of the Bankruptcy Reform Act of 1978, as amended, or applicable state law
(including,
[LATHAM & WATKINS]
Silver Cinemas International, Inc.
July 24, 1998
Page 3
without limitation, Article 10 of the New York Debtor & Creditor Law) relating
to fraudulent transfers and obligations.
We consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to our firm contained under the
heading "Legal Matters".
Very truly yours,
/s/ Latham & Watkins
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
---|
This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
Filed on: | | 7/24/98 | | 1 | | 3 |
| | 6/15/98 | | 1 | | | | | S-4 |
| | 4/15/98 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950150-98-001260 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 2:22:31.1am ET