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Exhibit 5.3
Day, Berry & HowardLLP
COUNSELLORS AT LAW
Martin L. Budd
Direct Dial: (203) 977-7523
E-mail: mlbudd@dbh.com
PRIMEDIA Inc.
745 Fifth Avenue
23rd Floor
New York, New York 10151
Ladies and Gentlemen:
We have acted as special Connecticut counsel to PRIMEDIA Inc., a Delaware corporation (the "Company"), and to Simba Information Inc., a Connecticut corporation (the "Connecticut Guarantor") in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company and the subsidiaries of the Company named in Schedule I hereto (the "Guarantors") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance by the Company of $175,000,000 aggregate principal amount of Senior Floating Rate Notes due 2010, Series B (the "Exchange Securities") and the issuance by the Guarantors of guarantees (each a "Guarantee" and, collectively, the "Guarantees") with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of May 14, 2004 (the "Indenture"), among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Exchange Securities will be offered by the Company in exchange for $175,000,000 aggregate principal amount of its outstanding Senior Floating Rate Notes due 2010, Series A (the "Securities").
We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Connecticut Guarantor.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. The Connecticut Guarantor is validly existing as a corporation under the law of the State of Connecticut.
2. The Connecticut Guarantor has duly authorized, executed and delivered the Indenture.
3. The execution, delivery and performance by the Connecticut Guarantor of the Indenture and the Guarantee issued by the Connecticut Guarantor (the "Connecticut Guarantee") do not and will not violate the law of the State of Connecticut as it presently exists.
4. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Connecticut Guarantee has
been duly issued, the Connecticut Guarantee will constitute a valid and legally binding obligation of the Connecticut Guarantor enforceable against the Connecticut Guarantor in accordance with its terms.
Our opinions set forth above are subject to (1) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (2) general equitable principles (whether considered in a proceeding in equity or at law) and (3) an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of Connecticut, and we do not express any opinion herein concerning any law other than the law of the State of Connecticut. We note that the Guarantee by the terms of the Indenture is expressly stated to be governed by New York law. For the purposes of the opinion contained in paragraph 4 above, we assume that the Connecticut Guarantee will constitute a valid and legally binding obligation of the Connecticut Guarantor enforceable against the Connecticut Guarantor in accordance with its terms under New York law, subject to the considerations enumerated in the immediately preceding paragraph.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. This opinion letter may be relied upon by Simpson Thacher & Bartlett LLP.
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| | | Very truly yours, |
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/s/ Day, Berry & Howard LLP
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DAY, BERRY & HOWARD LLP |
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SCHEDULE I: GUARANTORS
Legal Name
| | Jurisdiction of Organization
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| Canoe & Kayak, Inc. | | Delaware |
| Channel One Communications Corporation | | Delaware |
| Cover Concepts Marketing Services LLC | | Delaware |
| CSK Publishing Company Inc. | | Delaware |
| Films for the Humanities & Sciences, Inc. | | Delaware |
| Go Lo Entertainment, Inc. | | Delaware |
| Haas Publishing Companies, Inc. | | Delaware |
| Hacienda Productions, Inc. | | Delaware |
| HPC Brazil, Inc. | | Delaware |
| IntelliChoice, Inc. | | California |
| Kagan Media Appraisals, Inc. | | California |
| Kagan Seminars, Inc. | | California |
| Kagan World Media, Inc. | | Delaware |
| McMullen Argus Publishing, Inc. | | California |
| Media Central IP Corp. | | Delaware |
| Motor Trend Auto Shows Inc. | | Delaware |
| Paul Kagan Associates, Inc. | | Delaware |
| PRIMEDIA Business Magazines & Media Inc. | | Delaware |
| PRIMEDIA Companies Inc. | | Delaware |
| PRIMEDIA Enthusiast Publications, Inc. | | Pennsylvania |
| PRIMEDIA Finance Shared Services, Inc. | | Delaware |
| PRIMEDIA Holdings III Inc. | | Delaware |
| PRIMEDIA Information Inc. | | Delaware |
| PRIMEDIA Leisure Group Inc. | | Delaware |
| PRIMEDIA Magazines Inc. | | Delaware |
| PRIMEDIA Magazine Finance Inc. | | Delaware |
| PRIMEDIA Special Interest Publications Inc. | | Delaware |
| PRIMEDIA Specialty Group Inc. | | Delaware |
| PRIMEDIA Workplace Learning LLC | | Delaware |
| PRIMEDIA Workplace Learning LP | | Delaware |
| Simba Information Inc. | | Connecticut |
| The Virtual Flyshop, Inc. | | Delaware |
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