Nickelodeon Boston S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 5.2

Leslie Inrig Olear, Esq.

lolear@cb-shea.com

June 29, 2005

Loews Cineplex Entertainment Corporation

711 Fifth Avenue

New York, NY 10022

Ladies and Gentlemen:

We have acted as special local counsel in the State of Connecticut (the “State”) to Loews Bristol Cinemas, Inc., a Connecticut corporation (“Loews Bristol”), and Loews Connecticut Cinemas, Inc., a Connecticut corporation (“Loews Connecticut”) in connection with the issuance of Exchange Notes. In such capacity, we have examined copies of the documents identified onSchedule A (the “Note Documents”), together with copies of the documents, records and instruments identified onSchedule B (the “Organization and Authorization Documents”). We understand that you and other interested parties shall rely solely on the opinions of Ropes & Gray LLP, counsel to the Borrower, and other special local counsel, with regard to the authorization, execution and delivery of documents and instruments by parties other than Loews Bristol and Loews Connecticut and the enforceability of the Note Documents. Capitalized terms used herein but not otherwise defined herein (includingSchedule A) shall have the meanings ascribed to such terms in the Indenture (as defined onSchedule A).

In rendering the opinions expressed below, we have, with your consent, assumed and relied upon the following:

(a) that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine;

(b) that all documents submitted to us as originals or duplicate originals are authentic and all documents submitted to us as copies, whether certified or not, conform to authentic original documents;

(c) the accuracy and completeness of all factual representations, warranties, schedules, annexes and exhibits contained in the Note Documents and the Organization and Authorization Documents, with respect to the factual matters set forth therein;

(d) that all parties to the Note Documents and the Organization and Authorization Documents, other than Loews Bristol and Loews Connecticut, are duly organized, validly existing and in good standing under the laws of all jurisdictions where they are conducting their businesses or otherwise required to be so qualified, and have full power and authority to execute, deliver and perform under such documents and all such documents have been duly authorized, executed and delivered by such parties; and

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(e) that Loews Bristol and Loews Connecticut have received adequate consideration for the obligation incurred by them pursuant to the Note Documents.

This opinion is qualified as follows:

1. We are qualified to practice law in the State. We do not express any opinion herein concerning the laws of any jurisdiction other than the laws of the State and, without limitation, are not opining as to any federal law.

2. Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our “knowledge” or awareness, we are referring to the actual knowledge of the particular attorneys who have engaged in the review of the Note Documents and the Organization and Authorization Documents. Except as expressly set forth herein, we have not undertaken any independent investigation, examination or inquiry to determine the existence or absence of any facts (and have not caused the review of any court file or indices) and no inference as to our knowledge concerning any facts should be drawn as a result of the limited engagement undertaken by us.

Based upon the foregoing and subject to the assumptions and qualifications stated herein, we are of the opinion that:

1. Based on the Organization and Authorization Documents, (a) Loews Bristol is a duly organized and validly existing corporation, formed under the laws of the State of Connecticut, and (b) Loews Connecticut is a duly organized and validly existing corporation, formed under the laws of the State of Connecticut.

2. Based on the Organization and Authorization Documents, (a) the execution and delivery by Loews Bristol of the Indenture has been duly authorized by all necessary corporate action on the part of Loews Bristol, and (b) the execution and delivery by Loews Connecticut of the Indenture has been duly authorized by all necessary corporate action on the part of Loews Connecticut.

3. Based on the Organization and Authorization Documents, Loews Bristol and Loews Connecticut have each been duly authorized by all necessary corporate action to execute the Guarantees and to provide the Guarantees of Exchange Notes as contemplated by the Indenture.

4. Based on the Organization and Authorization Documents, the execution and delivery by Loews Bristol and Loews Connecticut of the Indenture, and the performance of their obligations under the Guarantees in accordance with the Indenture will not, to our knowledge, conflict with or result in a breach of any law of the State known by us to be applicable to Loews Bristol and Loews Connecticut, and which in our experience is typically applicable to transactions of the type contemplated by the Indenture.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” contained in the Prospectus included therein. We also hereby consent to Ropes & Gray LLP relying upon this opinion in providing any opinion to be delivered by them in

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respect of the foregoing. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Except as expressly set forth above, this opinion is solely for the benefit of the addressees hereof and may not be relied upon by any other person.

This opinion speaks only as of the date hereof, and we disclaim any obligation to advise you of any change in this opinion after the date hereof. Any change in the applicable laws, rules or regulations or in the information or assumptions upon which we rely, or any inaccuracy in such information or assumptions, could affect the validity of this opinion. We express no opinion herein as to any matters (including, but not limited to, matters relating to compliance by the Lenders with banking laws, rules and regulations applicable to them, including those pertaining to interest rates and late charges) other than the matters expressly set forth herein.

Very truly yours,
COHN BIRNBAUM & SHEA P.C.
By:	/s/ Leslie Inrig Olear
	Leslie Inrig Olear

Schedule A

Note Documents

1. Indenture dated July 30, 2004 among LCE Acquisition Corporation; Loews Cineplex Entertainment Corporation; Loews Bristol, Loews Connecticut and other Guarantors named therein and U.S. Bank, National Association, as Trustees (the “Indenture”).

2. The guarantees by each of Loews Connecticut and Loews Bristol provided for in Article Eleven of the Indenture, specifically, the guarantees of the Notes (the “Guarantees”), and the guarantees of the Exchange Notes contemplated therein (the “Guarantees of the Exchange Notes”).

Schedule B

Organization and Authorization Documents

1. Copy of a certificate dated June 28, 2005 of Michael Politi, Secretary of Loews Bristol, further certified by John J. Walker, Senior Vice President, Chief Financial Officer and Treasurer of Loews Bristol, which references that certain certificate (the “Certificate”) of Michael Politi as Secretary of Loews Bristol dated July 30, 2004, and which certifies that:

a. The Indenture is in full force and effect and has not been modified or amended since July 30, 2004, the date of its delivery.

b. The resolutions referred to in paragraph 2 of the Certificate remain in full force and effect, have not been modified, rescinded or amended, and are the only resolutions adopted by the board of Loews Bristol or any committee thereof relating to the subject matter thereof.

c. The Certificate of Incorporation and bylaws referred to in paragraphs 5 and 3 of the Certificate are in full force and effect and have not been modified or amended since the date of the Certificate.

d. No action has been taken by Loews Bristol or its stockholders, directors or officers in contemplation of the liquidation, dissolution, sale of assets or merger of Loews Bristol.

e. Attached thereto is a true and correct copy of a certificate of existence of Loews Bristol as f a recent date by the Secretary of the State of Connecticut, the jurisdiction of organization of Loews Bristol.

2. Copy of a certificate dated June 28, 2005 of Michael Politi, Secretary of Loews Connecticut, further certified by John J. Walker, Senior Vice President, Chief Financial Officer and Treasurer of Loews Connecticut, which references that certain certificate (the “Certificate”) of Michael Politi as Secretary of Loews Connecticut dated July 30, 2004, and which certifies that:

a. The Indenture is in full force and effect and has not been modified or amended since July 30, 2004, the date of its delivery.

b. The resolutions referred to in paragraph 2 of the Certificate remain in full force and effect, have not been modified, rescinded or amended, and are the only resolutions adopted by the board of Loews Connecticut or any committee thereof relating to the subject matter thereof.

c. The Certificate of Incorporation and bylaws referred to in paragraphs 5 and 3 of the Certificate are in full force and effect and have not been modified or amended since the date of the Certificate.

d. No action has been taken by Loews Connecticut or its stockholders, directors or officers in contemplation of the liquidation, dissolution, sale of assets or merger of Loews Connecticut.

e. Attached thereto is a true and correct copy of a certificate of existence of Loews Connecticut as f a recent date by the Secretary of the State of Connecticut, the jurisdiction of organization of Loews Connecticut.