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Upc Polska LLC – IPO: ‘S-1’ on 6/24/97 – EX-5

As of:  Tuesday, 6/24/97   ·   Accession #:  950123-97-5255   ·   File #:  333-29869

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

 6/24/97  Upc Polska LLC                    S-1                   29:1.6M                                   RR Donnelley/FA

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

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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.
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@ 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

Referenced-On Page
This ‘S-1’ Filing    Date First  Last      Other Filings
Filed on:6/24/97None on these Dates
6/23/9712
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