Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
2300 N St. NW
Washington, DC 20037
December 6, 2013
Sinclair Broadcast Group, Inc.
Sinclair Television Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
Ladies and Gentlemen:
We are acting as special securities counsel for Sinclair Broadcast Group, Inc., a Maryland corporation (the “Company”), and Sinclair Television Group, Inc., a Maryland corporation and the Company’s wholly-owned subsidiary (“STG”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”), of up to $350,000,000 aggregate principal amount of STG’s 6.375% Senior Notes due 2021 (the “Exchange Notes”) and of the related guarantees by the Company and the other guarantors listed on Schedule 1 hereto (the “Other Guarantors” and, together with the Company, the “Guarantors”) with respect to the Exchange Notes (the “Guarantees”). The Exchange Notes and the Guarantees will be issued under an Indenture dated as of October 11, 2013 (the “Indenture”) among the STG, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).
We have reviewed the Registration Statement and such other agreements, documents, records, certificates and other materials, and have reviewed and are familiar with such corporate, limited liability company and limited partnership proceedings and have satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for this opinion. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons. We have also assumed that the Indenture has been duly authorized, executed and delivered by the Trustee.
On the basis of the foregoing and the assumptions set forth below, and subject to the other qualifications and limitations set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the Registration Statement, the Indenture and the authorization thereof by the Company’s Board of Directors, (a) the Exchange Notes will constitute valid and legally binding obligations of STG, enforceable against STG in accordance with their terms and (b) the Guarantee of each Guarantor will constitute a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.
This opinion is subject to and limited by the effect of (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and other similar laws affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) requirements of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought.
We have assumed that at or prior to the time of the issuance of the Exchange Notes, the Registration Statement, including any amendments thereto, will be effective under the Act, the Indenture will have been duly qualified under the Trust Indenture Act of 1939, the Company’s Board of Directors (and its designees) shall not have rescinded or otherwise modified the authorization of such issuance and the Board of Directors or other governing body of each Guarantor shall not have rescinded or otherwise modified the authorization of the Guarantees.
We have also assumed that (a) each of STG, the Company and the Other Guarantors has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization, (b) the Indenture and the Guarantee of each Guarantor not organized in the states of Maryland, Delaware or Virginia have been duly authorized by all requisite action, corporate or other, executed and delivered by such Guarantors and (c) such Guarantee is valid under the law of its jurisdiction of organization.
This opinion is limited to the law of the State of Maryland, the law of the Commonwealth of Virginia, the General Corporation Law of the State of Delaware and the law of the State of New York, in each case as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, |
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| /s/ Pillsbury Winthrop Shaw Pittman LLP |
Schedule 1
Other Guarantors
WLFL, Inc., a Maryland corporation
Sinclair Media I, Inc., a Maryland corporation
WSMH, Inc., a Maryland corporation
WSTR Licensee, Inc., a Maryland corporation
WGME, Inc., a Maryland corporation
Sinclair Media III, Inc., a Maryland corporation
WTTO, Inc., a Maryland corporation
WTVZ, Inc., a Maryland corporation
KOCB, Inc., an Oklahoma corporation
WDKY, Inc., a Delaware corporation
WYZZ Licensee, Inc., a Delaware corporation
WSYX Licensee, Inc., a Maryland corporation
WTWC, Inc., a Maryland corporation
Sinclair Television of Nashville, Inc., a Tennessee corporation
Sinclair Acquisition VII, Inc., a Maryland corporation
Sinclair Acquisition VIII, Inc., a Maryland corporation
Sinclair Acquisition IX, Inc., a Maryland corporation
Sinclair Acquisition X, Inc., a Maryland corporation
Montecito Broadcasting Corporation, a Delaware corporation
Channel 33, Inc., a Nevada corporation
New York Television, Inc., a Maryland corporation
Sinclair Properties, LLC, a Virginia limited liability company
KBSI Licensee L.P., a Virginia limited partnership
KOKH, LLC, a Nevada limited liability company
WMMP Licensee L.P., a Virginia limited partnership
WSYT Licensee L.P., a Virginia limited partnership
WKEF Licensee L.P., a Virginia limited partnership
WGME Licensee, LLC, a Maryland limited liability company
WICD Licensee, LLC, a Maryland limited liability company
WICS Licensee, LLC, a Maryland limited liability company
KGAN Licensee, LLC, a Maryland limited liability company
WSMH Licensee, LLC, a Maryland limited liability company
WPGH Licensee, LLC, a Maryland limited liability company
KDNL Licensee, LLC, a Maryland limited liability company
WCWB Licensee, LLC, a Maryland limited liability company
WTVZ Licensee, LLC, a Maryland limited liability company
Chesapeake Television Licensee, LLC, a Maryland limited liability company
KABB Licensee, LLC, a Maryland limited liability company
WLOS Licensee, LLC, a Maryland limited liability company
KLGT Licensee, LLC, a Maryland limited liability company
WCGV Licensee, LLC, a Maryland limited liability company
KUPN Licensee, LLC, a Maryland limited liability company
WEAR Licensee, LLC, a Maryland limited liability company
Illinois Television, LLC, a Maryland limited liability company
WLFL Licensee, LLC, a Maryland limited liability company
WTTO Licensee, LLC, a Maryland limited liability company
WTWC Licensee, LLC, a Maryland limited liability company
KOCB Licensee, LLC, a Maryland limited liability company
WDKY Licensee, LLC, a Maryland limited liability company
KOKH Licensee, LLC, a Maryland limited liability company
WUPN Licensee, LLC, a Maryland limited liability company
WUXP Licensee, LLC, a Maryland limited liability company
WCHS Licensee, LLC, a Maryland limited liability company
Birmingham (WABM-TV) Licensee, Inc., a Maryland corporation
Raleigh (WRDC-TV) Licensee, Inc., a Maryland corporation
San Antonio (KRRT-TV) Licensee, Inc., a Maryland corporation
WVTV Licensee, Inc., a Maryland corporation
WUHF Licensee, LLC, a Nevada limited liability company
Milwaukee Television, LLC, a Wisconsin limited liability company
WMSN Licensee, LLC, a Nevada limited liability company
WRLH Licensee, LLC, a Nevada limited liability company
WUTV Licensee, LLC, a Nevada limited liability company
WXLV Licensee, LLC, a Nevada limited liability company
WZTV Licensee, LLC, a Nevada limited liability company
WVAH Licensee, LLC, a Nevada limited liability company
WTAT Licensee, LLC, a Nevada limited liability company
WRGT Licensee, LLC, a Nevada limited liability company
KSAS Licensee, LLC, a Nevada limited liability company
WHP Licensee, LLC, a Nevada limited liability company
WKRC Licensee, LLC, a Nevada limited liability company
WOAI Licensee, LLC, a Nevada limited liability company
WTTA Licensee, LLC, a Nevada limited liability company
KDSM Licensee, LLC, a Maryland limited liability company
KDSM, LLC, a Maryland limited liability company
KFXA Licensee, LLC, a Nevada limited liability company
San Antonio Television, LLC, a Delaware limited liability company
Sinclair Communications, LLC, a Maryland limited liability company
Sinclair Programming Company, LLC, a Maryland limited liability company
WDKA Licensee, LLC, a Nevada limited liability company
WFGX Licensee, LLC, a Nevada limited liability company
WTVC Licensee, LLC, a Nevada limited liability company
KEYE Licensee, LLC, a Nevada limited liability company
KUTV Licensee, LLC, a Nevada limited liability company
WLWC Licensee, LLC, a Nevada limited liability company
WTVX Licensee, LLC, a Nevada limited liability company
WPEC Licensee, LLC, a Nevada limited liability company
WWMT Licensee, LLC, a Nevada limited liability company
WRGB Licensee, LLC, a Nevada limited liability company
WCWN Licensee, LLC, a Nevada limited liability company
WLAJ Licensee, LLC, a Nevada limited liability company
KTVL Licensee, LLC, a Nevada limited liability company
KFDM Licensee, LLC, a Nevada limited liability company
WUCW, LLC, a Maryland limited liability company
WWHO Licensee, LLC, a Nevada limited liability company
WNAB Licensee, LLC, a Nevada limited liability company
WNYS Licensee, LLC, a Nevada limited liability company
WRDC, LLC, a Nevada limited liability company
KFOX Licensee, LLC, a Nevada limited liability company
KRXI Licensee, LLC, a Nevada limited liability company
WTOV Licensee, LLC, a Nevada limited liability company
WJAC Licensee, LLC, a Nevada limited liability company
WFXL Licensee, LLC, a Nevada limited liability company
KVII Licensee, LLC, a Nevada limited liability company
KXRM Licensee, LLC, a Nevada limited liability company
WACH Licensee, LLC, a Nevada limited liability company
KGBT Licensee, LLC, a Nevada limited liability company
KTVO Licensee, LLC, a Nevada limited liability company
WPDE Licensee, LLC, a Nevada limited liability company
KHQA Licensee, LLC, a Nevada limited liability company
WSTQ Licensee, LLC, a Nevada limited liability company
WPBN Licensee, LLC, a Nevada limited liability company
KRCG Licensee, LLC, a Nevada limited liability company
WLUC Licensee, LLC, a Nevada limited liability company
WHOI Licensee, LLC, a Nevada limited liability company
WNWO Licensee, LLC, a Nevada limited liability company
Chesapeake Television, Inc., a Maryland corporation
Sinclair Television of Illinois, LLC, a Nevada limited liability company
Chesapeake Media I, LLC, a Nevada limited liability company
Fisher Mills, Inc., a Washington corporation
Fisher Properties, Inc., a Washington corporation
KPTH Licensee, LLC, a Nevada limited liability company
Sinclair Bakersfield Licensee, LLC, a Nevada limited liability company
Sinclair Boise Licensee, LLC, a Nevada limited liability company
Sinclair Broadcasting of Seattle, LLC, a Delaware limited liability company
Sinclair Eugene Licensee, LLC, a Nevada limited liability company
Sinclair Idaho Falls Licensee, LLC, a Nevada limited liability company
Sinclair Interactive Media, LLC, a Delaware limited liability company
Sinclair Kennewick Licensee, LLC, a Nevada limited liability company
Sinclair La Grande Licensee, LLC, a Nevada limited liability company
Sinclair Lewiston Licensee, a Nevada limited liability company
Sinclair Media of Boise, LLC, a Delaware limited liability company
Sinclair Media of Idaho, LLC, a Delaware limited liability company
Sinclair Media of Seattle, LLC, a Delaware limited liability company
Sinclair Media of Washington, LLC, a Delaware limited liability company
Sinclair Media Services Company, a Washington corporation
Sinclair Portland Licensee, LLC, a Nevada limited liability company
Sinclair Radio of Seattle, LLC, a Delaware limited liability company
Sinclair Radio of Seattle Licensee, LLC, a Nevada limited liability company
Sinclair Seattle Licensee, LLC, a Nevada limited liability company
Sinclair Television Media, Inc., a Washington corporation
Sinclair Television of Bakersfield, LLC, a Delaware limited liability company
Sinclair Television of Oregon, LLC, a Delaware limited liability company
Sinclair Television of Portland, LLC, a Delaware limited liability company
Sinclair Television of Seattle, Inc., a Washington corporation
Sinclair Television of Washington, Inc., a Washington corporation
Sinclair Yakima Licensee, LLC, a Nevada limited liability company
WJAC, Inc., a Pennsylvania corporation
Sinclair Television of Omaha, LLC, a Delaware limited liability company
Sinclair Television of Fresno, LLC, a Delaware limited liability company
Sinclair Television of El Paso, LLC, a Delaware limited liability company
KFRE Licensee, LLC, a Delaware limited liability company
KMPH Licensee, LLC, a Delaware limited liability company
KPTM Licensee, LLC, a Delaware limited liability company
KDBC Licensee, LLC, a Delaware limited liability company
WOLF Licensee, LLC, a Nevada limited liability company
WGFL Licensee, LLC, a Nevada limited liability company
WQMY Licensee, LLC, a Nevada limited liability company