Exhibit 5.2
August 1, 2012
Entertainment Properties Trust
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
| Re: | Post-Effective Amendment No. 1 to Registration Statement (File No. 333-165523) on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Entertainment Properties Trust, a Maryland real estate investment trust (the “Company”), and the subsidiaries of the Company that are listed on Schedule 1 hereto (the “Guarantors”, and collectively with the Company, the “Issuers”), with respect to the preparation of the Registration Statement on Form S-3 (the “Initial Registration Statement”) filed on March 17, 2010 by the Company with the Securities and Exchange Commission (the “Commission”), as amended by Post-Effective Amendment No. 1 to the Initial Registration Statement (“Amendment No. 1” and, together with the Initial Registration Statement, the “Registration Statement”) to be filed on or about the date hereof by the Company with the Commission. The Registration Statement relates to, among other things, the registration under the Securities Act of 1933, as amended (the “Securities Act”), and issuance and sale from time to time pursuant to Rule 415 under the Securities Act, of (i) an indeterminate amount of debt securities of the Company (the “Debt Securities”), and (ii) full and unconditional guarantees (the “Guarantees”) by the Guarantors of the Debt Securities, in each case, as set forth in the prospectus forming a part of the Registration Statement (the “Prospectus”) and as may be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”).
As described in the Prospectus, the Debt Securities and the Guarantees (collectively, the “Securities”) are to be issued in one or more series pursuant to one or more indentures (each, an “Indenture” and, collectively, the “Indentures”) to be entered into between the Issuers and the trustees party thereto (each, a “Trustee”), substantially in the form of Exhibit 4.1, Exhibit 4.2 or Exhibit 4.11 to the Registration Statement and, in the case of the Debt Securities, are to be evidenced by the Company’s notes (collectively, the “Notes”) substantially in the form of Exhibit A to the applicable form of the Indenture.
As the basis for the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the Prospectus, (ii) the Amended and Restated Declaration of Trust of the Company, as amended, (iii) the Amended and Restated Bylaws of the Company, as amended, (iv) the organizational documents and agreements, as applicable, of the respective Guarantors, (v) resolutions and the record of actions taken by the Company’s board of trustees and committees thereof and by the governing bodies of the respective Guarantors, in each case, with respect to, among other things, the authorization and approval of the Debt Securities, the Guarantees and the Indentures, as applicable, and the authorization of the preparation and filing with the Commission of the Registration Statement, and (vi) such other instruments, documents and
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records as we have deemed necessary or appropriate for purposes of the opinion expressed herein. In addition, we have reviewed certain certificates of public officials and of officers of the Issuers and have examined such matters of law, in each case, as we have deemed necessary as a basis for the opinion expressed herein.
For purposes of this opinion letter, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We also have assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion letter is provided, the authority of such persons signing on behalf of the parties thereto other than the Issuers and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuers. We have relied upon the statements, representations and certificates of public officials and of officers of the Issuers with respect to certain factual matters that we have not independently established or verified.
For purposes of this opinion letter, we also have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities Act and will comply with applicable law; (ii) a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby; (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement and the applicable Prospectus Supplement; (iv) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and, if applicable, the Guarantors and the other parties thereto; (v) the applicable Indenture and, if applicable, any supplemental indenture relating to a particular series of Debt Securities and the related Guarantees, will have been duly qualified under the Trust Indenture Act of 1939, as amended; and (vi) the applicable Indenture and any supplemental indenture relating to a particular series of Debt Securities, as well as the Notes to evidence such Debt Securities, will have been duly authorized and validly executed and delivered by the parties thereto in the form reviewed by us.
Based on and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion, as of the date hereof, that when (i) the applicable Indenture relating to the Debt Securities and, if applicable, any supplemental indenture relating to a particular series of Debt Securities and the related Guarantees, each has been duly qualified under the Trust Indenture Act of 1939, as amended, (ii) the Company and the Guarantors have taken all necessary trust, corporate or limited liability company action to approve the issuance and terms of such Debt Securities and, if applicable, the Guarantees, and the terms of the offering thereof and related matters, (iii) the terms of such Debt Securities and, if applicable, the Guarantees, and of their issuance and sale, have been duly established in conformity with the applicable Indenture and, if applicable, any supplemental indenture relating to a particular series of Debt Securities, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors, and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company or the Guarantors, (iv) such Debt Securities, as well as the Notes to evidence such Debt Securities, and, if applicable, the related Guarantees, have been duly executed, authenticated, issued and delivered by the parties thereto in accordance with the
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provisions of the applicable Indenture and, if applicable, any supplemental indenture relating to a particular series of Debt Securities, and have been issued and sold as contemplated in the Registration Statement, and (v) payment of the consideration for such Debt Securities has been made as provided for in the applicable definitive purchase, underwriting or similar agreement; then, in that event, such Debt Securities and, if applicable, the Guarantees, will be legally issued and will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, enforceable against the Company and the Guarantors, as applicable, in accordance with the terms of the applicable Indenture and, if applicable, any supplemental indenture relating to a particular series of Debt Securities, and the Notes evidencing such Debt Securities, except as such enforcement may be subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
Our opinions and statements expressed herein are restricted to matters governed by: (i) the federal laws of the United States of America and the laws of the States of Missouri and New York; (ii) with respect to the opinion expressed above as to the Company, Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland; (iii) with respect to the opinion expressed above as to those Guarantors which are Delaware corporations, the General Corporation Law of Delaware, 8 Del. Code Ann. §§ 101 et seq.; (iv) with respect to the opinion expressed above as to those Guarantors which are Delaware limited liability companies, the Delaware Limited Liability Company Act, 6 Del. Code Ann. §§ 18-101 et seq.; and (v) with respect to the opinion expressed above as to the Guarantor which is a New Hampshire limited liability company, the New Hampshire statutes with respect to limited liability companies, NH Rev. Stat. §§ 304-C:1 et seq., and we express no opinion as to any matter arising under the laws of any other jurisdiction, including, without limitation, the statutes, ordinances, rules and regulations of counties, towns, municipalities and special political subdivisions of any state.
This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond those expressly stated herein. This opinion letter shall not be construed as or deemed to be a guaranty or insuring agreement. This opinion letter is provided to you on the date hereof and we have no continuing obligation hereunder to inform you of changes of law, including judicial interpretations of law, or of facts of which we become aware after the date hereof.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus. 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 of 1933, as amended, or the rules of the Commission.
Very truly yours,
STINSON MORRISON HECKER LLP
/s/ Stinson Morrison Hecker LLP
August 1, 2012
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Schedule 1
THE GUARANTORS
| 1. | 30 West Pershing, LLC |
| 2. | EPT DownREIT II, Inc. |
| 3. | EPT Huntsville, Inc. |
| 4. | Megaplex Four, Inc. |
| 5. | WestCol Center, LLC |
| 6. | EPT Melbourne, Inc. |
| 7. | Crotched Mountain Properties, LLC |
| 8. | Education Capital Solutions, LLC |
| 9. | EPR Hialeah, Inc. |
| 10. | EPT 909, Inc. |
| 11. | EPT Crotched Mountain, Inc. |
| 12. | EPT Kalamazoo, Inc. |
| 13. | EPT Mad River, Inc. |
| 14. | EPT Mount Attitash, Inc. |
| 15. | EPT Mount Snow, Inc. |
| 16. | EPT Nineteen, Inc. |
| 17. | EPT Ski Properties, Inc. |
| 18. | EPT Waterparks, Inc. |
| 19. | Megaplex Nine, Inc. |
| 20. | ECS Douglas I, LLC |
| 21. | EPT Dallas, LLC |
| 22. | EPT Fontana, LLC |
| 23. | EPT Twin Falls, LLC |