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-5 — Opinion of Baker & McKenzie
EX-5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 5
[Letterhead of Baker & McKenzie]
June 23, 1997
@ Entertainment, Inc.
One Commercial Plaza
Hartford, Connecticut 06103-3585
Re: Securities and Exchange Commission -
Registration Statement on Form S-1
------------------------------------
Ladies and Gentlemen:
As counsel to @ Entertainment, Inc., a Delaware corporation (the
"Company"), we have assisted in the preparation of the Company's Registration
Statement on Form S-1, covering shares of Common Stock, $.01 par value (the
"Common Stock") to be sold to the Underwriters named in the Registration
Statement pursuant to the Underwriting Agreements filed as Exhibits to the
Registration Statement (the "Underwriting Agreement").
In this connection, we have examined and considered the original or
copies, certified or otherwise identified to our satisfaction, of the Company's
Certificate of Incorporation, as amended to date, its By-laws, resolutions of
its Board of Directors, officers' certificates and such other documents and
corporate records relating to the Company and the issuance and sale of the
Common Stock, as we have deemed appropriate for purposes of rendering this
opinion.
In all examinations of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostat or other copies. As to matters of fact which
have not been independently established, we have relied upon representations
of officers of the Company.
Based upon the foregoing examination, and the information thus supplied,
it is our opinion that the shares of Common Stock, when sold as contemplated by
the Registration Statement, will be legally issued, fully paid and
non-assessable.
@ Entertainment, Inc.
June 23, 1997
Page 2
We hereby expressly consent to the reference to our Firm in the
Registration Statement (including any related Registration Statement file
pursuant to Rule 462(b)) under the Prospectus caption "Legal Matters," to the
inclusion of this opinion as an exhibit to the Registration Statement
(including any related Registration Statement file pursuant to Rule 462(b)),
and to the filing of this opinion with any other appropriate government agency.
Very truly yours,
Baker & McKenzie
JFF/MIR/MRP
Dates Referenced Herein
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This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 6/24/97 | | | | | | | None on these Dates |
| | 6/23/97 | | 1 | | 2 |
| List all Filings |
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