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 180 1.08M
Business-Combination Transaction
2: EX-3.1 Certificate of Formation 1 15K
3: EX-3.2 Limited Liability Company Agreemen 35 137K
4: EX-3.3 Articles of Incorporation 2 18K
5: EX-3.4 Acme Intermediate Finance, Inc. By-Laws 14 56K
6: EX-4.1 Indenture 148 473K
7: EX-4.2 Indenture 135 432K
9: EX-5.1-INT Exhibit 5.1-Int - Opinion Re: Legality 3 23K
8: EX-5.1-INT Intermediate Opinion 3 24K
10: EX-10.1 Stock Purchase Agreement 46 204K
19: EX-10.10 Management Agreement 14 53K
20: EX-10.11 Exhibit 10.11 - Amendment (Channel 32) 2 20K
21: EX-10.12 Exhibit 10.12 - Noncompetition Agreement for Kwbp 5 28K
22: EX-10.13 Exhibit 10.13 - Management Agreement for Station 16 50K
23: EX-10.14 Management Agreement 14 47K
24: EX-10.15 Exhibit 10.15-Wint Escrow 9 43K
25: EX-10.18 Exhibit 10.18 - Affiliation Agreement for Kwbp 21 67K
26: EX-10.19 Exhibit 10.19 - Commitment Letter From Wb 1 18K
11: EX-10.2 Exhibit 10.2 - Escrow Agreement for Kplr 14 61K
27: EX-10.20 Exhibit 10.20 - Employment Agreement With Gealy 6 33K
28: EX-10.21 Exhibit 10.21 - Employment Agreement With Allen 6 32K
29: EX-10.22 Exhibit 10.22 - Consulting Agreement With Kellner 6 30K
30: EX-10.23 Exhibit 10.23 - Commercial Building Lease for Kwbp 15 68K
31: EX-10.24 Exhibit 10.24 - Lease Agreement for Kwbp Tower 16 65K
32: EX-10.25 Exhibit 10.25 - Lease Agreement for Wbxx 22 74K
33: EX-10.26 Exhibit 10.26 - Tower Lease for Wbxx 13 38K
34: EX-10.27 Exhibit 10.27 - First Modification to Agreement 4 24K
12: EX-10.3 Exhibit 10.3 - Time Brokerage Agreement 19 69K
35: EX-10.30 Exhibit 10.30 - Studio Lease for Kplr 4 27K
36: EX-10.31 Exhibit 10.31 - Tower Lease for Kplr 26 51K
37: EX-10.32 Exhibit 10.32 - Amendment to Tower Leases for Kplr 3 22K
38: EX-10.33 Exhibit 10.33 - Koplar/Roberts - Agreement 15 69K
39: EX-10.35-INT Exhibit 10.35 - Registration Rights Agreement 34 119K
40: EX-10.36-INT Exhibit 10.36 - Membership Unitholders Agreement 31 108K
41: EX-10.37 Purchase Agreement for Intermediate 41 152K
42: EX-10.38-INT Exhibit 10.38 - Securities Pledge Agreement 21 73K
13: EX-10.4 Membership Contribution Agreement 28 102K
14: EX-10.5 Exhibit 10.5 - Asset Purchase Agreement 25 87K
15: EX-10.6 Exhibit 10.6 - Purchase Agreement for Wbxx 63 133K
16: EX-10.7 Exhibit 10.7-Asset Purchase Agreement for Kwbp 38 163K
17: EX-10.8 Exhibit 10.8 - Amendment 3 20K
18: EX-10.9 Exhibit 10.9 - Amendment (Acme) 3 18K
43: EX-21.1-INT Exhibit 21.1 - Subsidiaries 1 15K
44: EX-23.2 Consent of Experts and Counsel 1 15K
45: EX-23.3 Consents of Experts 1 15K
46: EX-23.4 Consent of Experts and Counsel 1 15K
47: EX-24.1-INT Power of Attorney - Allen 1 16K
48: EX-24.2-INT Power of Attorney - Gealy 1 16K
49: EX-24.3-INT Power of Attorney - Kellner 1 16K
50: EX-25.1-INT Exhibit 25.1-Int - Statement of Eligibility 30 106K
51: EX-27.1 Financial Data Schedule 1 19K
52: EX-99.1-INT Exhibit 99.1-Int - Letter of Transmittal 20 68K
53: EX-99.2-INT Exhibit 99.2-Int - Notice of Guaranteed Delivery 5 26K
54: EX-99.3-INT Exhibit 99.3-Int - Letter to Brokers 2 19K
55: EX-99.4-INT Exhibit 99.4-Int - Letter to Clients 2 18K
56: EX-99.5-INT Exhibit 99.5-Int - Instruction to Holder 2 19K
57: EX-99.6-INT Exhibit 99.6-Int - Guidelines for Certification 7 27K
58: EX-99.7 Consent as Member-Koplar 1 16K
59: EX-99.8 Consent as Member-Roberts 1 16K
EX-5.1-INT — Exhibit 5.1-Int – Opinion Re: Legality
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November 13, 1997
ACME Intermediate Holdings, LLC
ACME Intermediate Finance, Inc.
650 Town Center Drive, Suite 850
Costa Mesa, CA 92626
Ladies and Gentlemen:
We have acted as counsel to ACME Intermediate Holdings, LLC, a Delaware
limited liability company (the "Company"), and ACME Intermediate Finance, Inc.,
a Delaware corporation ("Intermediate Finance," and together with the Company,
the "Issuers"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-4 (the "Registration Statement") relating
to the offer to exchange the Issuers' 12% Senior Secured Discount Notes due
2005, Series B (the "Exchange Notes"), for a like principal amount of the
Issuers' 12% Senior Secured Discount Notes due 2005, Series A (the "Original
Notes"), of which $71,634,000 aggregate principal amount at maturity is
outstanding on the date hereof.
The Exchange Notes are to be issued pursuant to an Indenture, dated as of
September 30, 1997 (the "Indenture"), among the Issuers and you, as trustee (the
"Indenture Trustee"). The Original Notes were sold pursuant to the Purchase
Agreement, dated September 24, 1997 (the "Purchase Agreement"), among CIBC Wood
Gundy Securities Corp. and the Issuers.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Purchase Agreement or the Registration
Statement.
For the purposes of giving this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable for the purpose of this
opinion, including the organizational documents of each of the Issuers.
ACME Intermediate Holdings, LLC
ACME Intermediate Finance, Inc.
November 13, 1997
Page 2
We have relied on certificates of, or telegraphic communications from,
public officials as to the corporate or limited liability company good standing
of the Issuers. We have relied upon representations of the Issuers contained in
the Purchase Agreement and certificates of officers of the Company delivered in
connection with the Purchase Agreement as to factual matters underlying the
opinions herein. We believe that we and you are justified in relying thereon. We
have made no other inquiries and no search of the public docket records of any
court, governmental agency or body or administrative agency.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Issuers, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties.
Based upon and subject to the foregoing, we are of the opinion that:
(i) each of the Issuers has the requisite power and authority to
execute, deliver and perform its obligations under the Exchange Notes;
(ii) the Exchange Notes have been duly and validly authorized,
executed and delivered by the Issuers for issuance and, when authenticated by
the Trustee in accordance with the provisions of the Indenture, will constitute
valid and legally binding obligations of the Issuers, enforceable against the
Issuers in accordance with their terms, except that the enforcement thereof may
be limited by the Enforceability Exceptions; and
(iii) the Exchange Notes are in the form contemplated by the
Indenture.
We are licensed to practice law in the District of Columbia and the State
of New York, and do not hold ourselves out as being conversant with the law of
any jurisdiction other than the federal laws of the United States of America,
the District of Columbia, the State of New York and, to the extent required by
the foregoing opinion, the Delaware General Corporation Law, the Delaware
Limited Liability Company Act, the Oregon
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ACME Intermediate Holdings, LLC
ACME Intermediate Finance, Inc.
November 13, 1997
Page 3
Limited Liability Company Act and the Tennessee Limited Liability Company Act
statutes. No other opinion is expressed herein as to the laws of any other
jurisdiction.
This opinion is provided to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement. This opinion
letter may not be relied upon by any other person or for any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Validity of Exchange Notes" in the Prospectus forming a part of the
Registration Statement, without admitting that we are "experts" under the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this exhibit.
Very truly yours,
/s/Dickstein Shapiro Morin & Oshinsky LLP
Dates Referenced Herein
| Referenced-On Page |
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This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 11/19/97 | | | | | | | None on these Dates |
Filed on: | | 11/14/97 |
| | 11/13/97 | | 1 | | 3 |
| | 9/30/97 | | 1 |
| | 9/24/97 | | 1 |
| List all Filings |
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