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 — Intermediate Opinion
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November 14, 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 Wilmington Trust
Company, as trustee (the "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 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 14, 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) The execution and delivery by the Issuers of the Indenture have
been duly authorized by all necessary corporate action of the Issuers and,
assuming due authorization, execution and delivery of the Indenture by the
Trustee, as to which no opinion is expressed, the Indenture will, when duly
executed and delivered by the Issuers, constitute a valid and binding obligation
of the Issuers enforceable against the Issuers in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
(ii) The execution and delivery by the Issuers of the Exchange Notes
have been duly authorized by all necessary corporate action of the Issuers and,
assuming the authentication of the Exchange Notes by the Trustee, as to which no
opinion is expressed, the Exchange Notes will, when duly executed and delivered
by the Issuers and exchanged as described in the Registration Statement,
constitute valid and binding obligations of the Issuers enforceable against the
Issuers in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and subject,
as to enforceability, to general principles of equity (regardless of whether
enforcement is
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ACME Intermediate Holdings, LLC
ACME Intermediate Finance, Inc.
November 14, 1997
Page 3
sought in a proceeding in equity or at law), and the holders thereof will be
entitled to the benefits provided 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 Limited Liability Company
Act, the Tennessee Limited Liability Company Act and the General and Business
Corporation Law of Missouri. 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. ss.
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 | | 1 | | 3 |
| | 9/30/97 | | 1 |
| | 9/24/97 | | 1 |
| List all Filings |
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