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Acme Intermediate Holdings LLC – ‘S-4’ on 11/14/97 – EX-5.1-INT

As of:  Friday, 11/14/97   ·   Accession #:  1024739-97-727   ·   File #:  333-40277

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/97  Acme Intermediate Holdings LLC    S-4                   59:2.7M                                   Global Fin’l … Inc/DC/FA

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

EX-5.1-INT1st Page of 3TOCTopPreviousNextBottomJust 1st
 

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.
EX-5.1-INT2nd Page of 3TOC1stPreviousNextBottomJust 2nd
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
EX-5.1-INTLast Page of 3TOC1stPreviousNextBottomJust 3rd
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
This ‘S-4’ Filing    Date First  Last      Other Filings
11/19/97None on these Dates
Filed on:11/14/97
11/13/9713
9/30/971
9/24/971
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Filing Submission 0001024739-97-000727   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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