Boca Resorts Inc – IPO: ‘S-1’ on 9/18/96 – EX-5.1

As of:  Wednesday, 9/18/96   ·   Accession #:  950144-96-6413   ·   File #:  333-12191

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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         Florida Panthers Holdings, Inc Form S-1               85    475K 
 2: EX-3.1      Amended and Restated Articles of Incorporation         4     13K 
 3: EX-3.2      By-Laws of the Company                                26     71K 
 4: EX-5.1      Form of Opinion of Akerman Senterfitt                  2±     8K 
 5: EX-10.1     Broward Co. Civic Arena License Agreement             64    266K 
11: EX-10.11    Arena Management Agreement                            43    108K 
 6: EX-10.2     Broward Co. Civic Arena Operating Agreement           63    265K 
 7: EX-10.3     Amendment to Operating and License Agreement           2     13K 
 8: EX-10.4     Broward Co. Civic Arena Development Agreement         78    284K 
 9: EX-10.7     Miami Arena Contract                                 203    577K 
10: EX-10.8     First Amendment to Miami Arena Contract               57    158K 
12: EX-21.1     Subsidiaries of the Company                            1      6K 
13: EX-23.1     Consent of Arthur Andersen LLP                         1      6K 
14: EX-27.1     Financial Data Schedule                                1      9K 

EX-5.1   —   Form of Opinion of Akerman Senterfitt

EX-5.1
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                                                                   Exhibit 5.1

[FORM OF]       

AKERMAN, SENTERFITT & EIDSON, P.A.    

ATTORNEYS AT LAW    

SUNTRUST INTERNATIONAL CENTER   

28TH FLOOR    

ONE SOUTHEAST THIRD AVENUE    

MIAMI, FLORIDA 33131-1704   

(305) 374-5600    

FACSIMILE (305) 374-5095    

September __, 1996

Florida Panthers Holdings, Inc.                                                 
100 N.E. Third Avenue, Second Floor                                             
Fort Lauderdale, Florida  33301                                                 

RE:     REGISTRATION STATEMENT ON FORM S-1                    

Ladies and Gentlemen:                                                           

        We have acted as special counsel to Florida Panthers Holdings, Inc., a
Florida corporation (the "Company"), with respect to the registration statement 
on Form S-1 (the "Registration Statement"), filed with the Securities and       
Exchange Commission for the purpose of registering for sale by the Company      
under the Securities Act of 1933, as amended, of up to 7,300,000 shares of      
common stock of the Company, $.01 par value (the "Common Stock").               

Based on our review of the Amended and Restated Articles of   
Incorporation of the Company, the Bylaws of the Company, the minutes of the     
meetings of the Boards of Directors of the Company, the stock ledger of the     
Company and such other documents and records as we have deemed necessary and    
appropriate, we are of the opinion that the Common Stock, if and when issued    
and paid for in accordance with the terms of the Underwriting Agreement by and  
among the Company, and Donaldson, Lufkin & Jenrette Securities Corporation and  
Raymond James & Associates, Inc., on their own behalf and as representatives of 
certain underwriters, will be validly issued, fully paid and nonassessable.     

We consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to us under the caption "Legal      
Matters" in the prospectus which is a part of the Registration Statement.       

 Very truly yours,

                  AKERMAN, SENTERFITT & EIDSON, P.A.