Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 @Entertainment, Inc. 185 1.02M
2: EX-2.1 Form of Contribution Agreement 20 57K
3: EX-2.2 Form of Purchase Agreement 10 33K
4: EX-3.1 Amended & Restated Certificate of Incorporation 18 73K
5: EX-3.2 Bylaws of @Entertainment, Inc. 40 174K
6: EX-3.3 Form of Shareholders Agreement 80 230K
7: EX-3.4 Termination Agreement 3 14K
8: EX-3.5 Form of Registration Rights Agreement 23 74K
9: EX-5 Opinion of Baker & McKenzie 2 13K
10: EX-8 Form of Opinion of Baker & McKenzie 1 10K
11: EX-9.1 Form of Voting Agreement 7 26K
12: EX-9.2 Side Letter 5 16K
15: EX-10.11 Employment Agreement 6 37K
16: EX-10.12 Stock Option Agreement 11 54K
17: EX-10.13 Form of Employment Agreement 5 37K
18: EX-10.14 Form of Employment Agreement 6 33K
19: EX-10.15 Stock Option Agreement 11 53K
20: EX-10.16 Form of Stock Option Plan 29 74K
21: EX-10.19 Agreement for Digital Transmission 96 233K
13: EX-10.2 Form of Management Agreement 3 12K
22: EX-10.20 Agreement for Digital Transmission 95 231K
23: EX-10.21 Agreement for Digital Transmission 95 235K
14: EX-10.3 Form of Service Agreement 12 38K
24: EX-11.1 Statement Re: Calculation of Per Share Earnings 1 10K
25: EX-15 Letter From Kpmg Peat Marwick LLP 1 10K
26: EX-21 List of Subsidiaries 1 11K
27: EX-23.1 Consent of Kpmg Peat Marwick LLP 1 11K
28: EX-23.2 Consent of Kpmg Peat Marwick LLP 1 11K
29: EX-27 ƒ Financial Data Schedule 1 11K
EX-8 — Form of Opinion of Baker & McKenzie
Exhibit 8
Form of Opinion
June __, 1997
@Entertainment, Inc.
One Commercial Plaza
Hartford, CT 06103-3585
Dear Sirs:
We have acted as special United States federal income tax counsel to
@Entertainment, Inc. (the "Company") in connection with the issuance (the
"Offerings") by the Company of Shares of Common Stock (par value $0.01 per
share) pursuant to the Prospectus dated June __, 1997 (the "Prospectus").
As special United States federal income tax counsel to the Company we
have examined the Prospectus and such other documents and records as we deemed
necessary and relevant for rendering our opinion as to the material United
States federal income tax consequences of the purchase, ownership and
disposition of shares of Common Stock to be issued pursuant to the Offerings.
On the basis of the foregoing, and assuming that all relevant documents
have been, or will be, validly authorized, executed and delivered by all the
relevant parties, we are of the opinion that, under present United States
federal income tax laws, the material United States federal income tax
consequences to prospective holders of shares issued in the Offerings are as
described on pages ___ to ___ of the Prospectus under the heading "U.S. Federal
Income Tax Consequences," subject to the limitations and qualifications set
forth therein.
The foregoing is based on the United States Internal Revenue Code of
1986, as amended, regulations thereunder, and administrative pronouncements and
judicial decisions relating thereto, all as of the date hereof. Subsequent
developments could have a material effect on this opinion.
Very truly yours,
BAKER & McKENZIE
TOD/JOD
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