Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 169 828K
Business-Combination Transaction
2: EX-1.1 Purchase Agreement 39 129K
3: EX-2.1 Asset Purchase Agreement 28 115K
4: EX-2.2 Asset Purchase Agreement 65 262K
5: EX-2.3 Property Purchase Agreement 57 226K
6: EX-3.1 Certificate of Incorporation 11 37K
7: EX-3.2 By-Laws of Silver Cinemas International, Inc. 41 86K
8: EX-3.3 Certificate of Incorporation 2 12K
9: EX-3.4 By-Laws of Silver Cinemas, Inc. 40 87K
10: EX-3.5 Certificate of Incorporation 3 17K
11: EX-3.6 By-Laws of Sci Acquisition Corp. 40 85K
12: EX-3.7 Certificate of Incorporation 2 12K
13: EX-3.8 By-Laws of Landmark Theatre Corp. 39 86K
14: EX-4.1 Indenture 151 489K
15: EX-4.2 A/B Exchange Registration Rights Agreement 22 95K
16: EX-5.1 Opinion of Latham & Watkins 3 17K
17: EX-10.1 Stockholders' Agreement 21 69K
18: EX-10.2 Employment Agreement - Bert Manzari 20 75K
19: EX-10.3 Employment Agreement - Paul Richardson 18 66K
20: EX-12.1 Computation of Ratio of Earnings 3 20K
21: EX-21.1 Subsidiaries of Silver Cinemas Int'L, Inc. 1 9K
22: EX-23.2 Consent of Deloitte & Touche LLP 1 11K
23: EX-23.3 Consent of Kpmg Peat Marwick LLP 1 10K
24: EX-23.4 Consent of Coopers & Lybrand LLP 1 11K
25: EX-25.1 Form T-1 5 22K
28: EX-27.1 ƒ Financial Data Schedule 2± 14K
26: EX-99.1 Form of Letter of Transmittal 17 74K
27: EX-99.2 Forms of Notices of Guaranteed Delivery 4 21K
EX-5.1 — Opinion of Latham & Watkins
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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 15, 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.
June __, 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.
June __, 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,
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 6/16/98 | | | | | | | None on these Dates |
| Filed on: | | 6/15/98 | | 1 |
| | 4/15/98 | | 1 |
| List all Filings |
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