Exhibit 5.1
Akerman Senterfitt
One Southeast Third Avenue
25th Floor
Miami, Florida 33131
Tel: 305.374.5600
Fax: 305.374.5095
September 16, 2011
FriendFinder Networks Inc.
6800 Broken Sound Parkway, Suite #200
Boca Raton, Florida 33487
Re:
Form S-4 Shelf Registration Statement of FriendFinder Networks Inc.
Ladies and Gentlemen:
We have acted as counsel to FriendFinder Networks Inc., a Nevada corporation (the “Company”) and the Company's wholly-owned subsidiary, Interactive Networks, Inc., a Nevada corporation (the “Co-Issuer”), in connection with that certain Registration Statement on Form S-4, File No. 333-175928, as amended (the “Registration Statement”), filed by Company and certain subsidiaries of the Company under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company and the Co-Issuer, of (i) 14% Senior Secured Notes due 2013 (the “New Senior Secured Notes”), 14% Cash Pay Secured Notes due 2013 (the “New Cash Pay Notes”) and 11.5% Convertible Non-Cash Pay Secured Notes (the “New Non-Cash Pay Notes”, and together with the New Senior Secured Notes and the New Cash Pay Notes, the “New Notes”), and (ii) the guarantees as to the payment of principal and interest on the New Notes as set forth in Article X of the Indentures referred to below (the “New Note Guarantees”) by each of the other entities listed in the Registration Statement as Subsidiary Guarantors (the “Subsidiary Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company and the Co-Issuer are offering to exchange in the exchange offers (the “Exchange Offers”) the New Notes for a like amount of its outstanding 14% Senior Secured Notes due 2013 (the “Old Senior Secured Notes”), 14% Cash Pay Secured Notes due 2013 (the “Old Cash Pay Notes”) and 11.5% Convertible Non-Cash Pay Secured Notes due 2014 (the “Old Non-Cash Pay Notes” and together with the Old Senior Secured Notes and the Old Cash Pay Notes, the “Old Notes”), which have not been registered under the Act, and to exchange the New Note Guarantees for the guarantees as to the payment of principal and interest on the Old Notes by the Subsidiary Guarantors. The New Notes and the New Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offers pursuant to the Indentures, dated as of October 27, 2010 (the “Indentures”), among the Company, the Co-Issuer, the Subsidiary Guarantors and US Bank, N.A., National Association, as trustee (the “Trustee”) as modified and supplemented by the Joinder Agreements (as defined below).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.
In connection with issuing this opinion letter, we have reviewed originals or copies of the following documents:
BOCA RATON DALLAS DENVER FORT LAUDERDALE JACKSONVILLE LAS VEGAS LOS ANGELES MADISON MIAMI NAPLES
NEW YORK ORLANDO PALM BEACH SALT LAKE CITY TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON, D.C.
WEST PALM BEACH
{M3074995;8}
(1)
the Registration Statement and the Prospectus;
(2)
the Indentures, including the New Note Guarantees contained therein (collectively the "Indentures");
(3)
the Joinder Agreements to the Indentures, executed by the Company and Naft News Corporation, dated as of November 12, 2010, the Joinder Agreements to the Indentures, executed by the Company and Playtime Gaming Inc., dated as of November 12, 2010, the Joinder Agreements to the Indentures, executed by the Company and FriendFinder Ventures Inc., dated as of January 4, 2011, the Joinder Agreements to the Indentures, executed by the Company and Argus Payments, Inc., Blue Hen Group Inc., Giant Swallowtail Inc., Goldenrod Spear Inc. and Magnolia Blossom Inc., dated as of June 15, 2011, and the Joinder Agreements to the Indentures, executed by the Company and Flash Jigo Corp., dated as of September 14, 2011, respectively (collectively, the "Joinder Agreements");
(4)
specimens of the New Notes (the "Specimens," and collectively with the Indentures and the Joinder Agreements, the "Opinion Documents");
(5)
the organizational documents of those subsidiaries of the Company listed on Exhibit "A" to this opinion letter (which subsidiaries of the Company are sometimes collectively referred to herein as the "New York, Delaware and Texas Subsidiaries"), as presently in effect;
(6)
certain resolutions adopted by the board of directors or managers of the New York, Delaware and Texas Subsidiaries relating to the Exchange Offers, the Registration Statement and related matters; and
(7)
Certificates of Good Standing for each of the New York, Delaware and Texas Subsidiaries issued by the Department of State of the States of New York, Delaware and Texas (the "Certificates of Good Standing").
We have also examined the originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, the Co-Issuer and the Subsidiary Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Company, the Co-Issuer and the Subsidiary Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein. Further, with your consent, we have relied upon, and assumed the accuracy of, the factual statements contained in the Opinion Documents and the Registration Statement.
In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Exchange Offers; (b) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (c) the legal existence of each party to the Opinion Documents (other than each of the New York, Delaware and Texas Subsidiaries); (d) the entity power of each party to the Opinion Documents (other than each of the New York, Delaware and Texas Subsidiaries) to execute, deliver and perform the Opinion Documents and to do each other act done or to be done by such party; (e) the authorization, execution and delivery by each party (other than each of the New York, Delaware and Texas Subsidiaries) of each document executed and delivered or to be executed
{M3074995;8}
FriendFinder Networks Inc.
September 16, 2011
Page3
and delivered in connection with the Opinion Documents by such party; (f) that each of the Opinion Documents are or will be a legal, valid and binding obligation of each party, other than the Company, the Co-Issuer and the Subsidiary Guarantors, enforceable against each such party in accordance with its terms; (g) the execution, delivery and performance by each of the parties to the Opinion Documents does not: (i) violate any law, rule or regulation applicable to it, or (ii) except with respect to any documents or agreements filed as an exhibit to the Registration Statement (or any report incorporated by reference into the Registration Statement), result in any conflict with, or breach any agreement or document binding upon it; (h) no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any of the Company, the Co-Issuer or the Subsidiary Guarantors of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect; and (i) as to matters of fact, the truthfulness of the factual statements made in the Opinion Documents and the Registration Statement and in the certificates of public officials and officers of the Company, the Co-Issuer and the Subsidiary Guarantors.
When used in this opinion letter, the term “Applicable Law” means the New York, Texas, and federal laws, rules and regulations that a New York and Texas counsel exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Co-Issuer, the Subsidiary Guarantors or the Opinion Documents; provided, however, that Applicable Law does not include any law, rule or regulation that is applicable to the Company, the Co-Issuer, the Subsidiary Guarantors or the Opinion Documents solely because such law, rules or regulation is part of a regulatory regime applicable to any party to any Opinion Documents or any of its affiliates due to the specific assets or business of such party or affiliate. Further, "Applicable Law" with respect to the Subsidiary Guarantors organized in the State of Delaware also includes the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, and subject to the qualifications set forth below, it is our opinion that:
1.
Based solely on the Certificates of Good Standing, each of the New York, Delaware and Texas Subsidiaries is a corporation or limited liability company, as applicable, validly existing and in good standing under their laws of the jurisdiction of their organization.
2.
Each of the New York, Delaware and Texas Subsidiaries has the entity power to execute and deliver the Opinion Documents to which it is a party and to perform its respective obligations thereunder;
3.
Each of the New York, Delaware and Texas Subsidiaries has authorized the execution, delivery and performance of the Opinion Documents to which it is a party by all necessary corporate or limited liability company action;
4.
The Indenture has been executed and delivered by each of the New York, Delaware and Texas Subsidiaries;
5.
The Indenture is a legal, valid and binding obligation of the Company, the Co-Issuer and each of the Subsidiary Guarantors, enforceable against each such party in accordance with its terms;
6.
The New Notes have been duly authorized, and when the New Notes have been duly executed and delivered by the Company and the Co-Issuer and authenticated by the Trustee in accordance with the terms of the Indentures and, if and when issued upon consummation of the Exchange
{M3074995;8}
FriendFinder Networks Inc.
September 16, 2011
Page4
Offers as set forth in the Registration Statement, the New Notes will be legal, valid and binding obligations of the Company and the Co-Issuer, enforceable against the Company and the Co-Issuer in accordance with their terms and entitled to the benefit of the Indenture; and
7.
When the New Notes have been duly executed and delivered by the Company and the Co-Issuer and authenticated by the Trustee in accordance with the terms of the Indentures upon consummation of the Exchange Offers as set forth in the Registration Statement, each New Note Guarantee will be the legal, valid and binding obligation of the Subsidiary Guarantor which issued such New Note Guarantee, enforceable against such Subsidiary Guarantor in accordance with its terms.
Each of our opinions are subject to the following qualifications: (i) our opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, or similar laws affecting the rights of creditors’ generally; (ii) our opinions are subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and regardless of whether such enforceability is considered in a proceeding at law or in equity; and (iii) our opinions are limited to Applicable Law (and we do not express any opinion herein concerning any other laws). However, with respect to opinions 5, 6 and 7, we have, without any investigation on our part, assumed the accuracy, and to the extent necessary in connection with the opinions contained herein, relied upon the opinions dated as of the date hereof furnished to you by Brownstein, Hyatt, Farber Schreck, LLP as to matters of California and Nevada law (the “Local Counsel Opinions”), and our opinions regarding the Company, the Co-Issuer and the Subsidiary Guarantors who are the subject of the Local Counsel Opinions are subject to the same assumptions, qualifications and limitations with respect to matters of California and Nevada law as are expressed in each of the Local Counsel Opinions.
This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.
This opinion letter is furnished to you in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion letter with the Securities and Exchange Commission in connection with the filing of the Registration Statement referred to above. In giving this consent, we do not 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 Commission issued thereunder.
Very truly yours,
AKERMAN SENTERFITT
/s/ Akerman Senterfitt
{M3074995;8}
EXHIBIT "A"
"NEW YORK, DELAWARE AND TEXAS SUBSIDIARIES"
Name of Subsidiary |
| State of Organization |
| Organizational Documents Reviewed |
Argus Payments Inc. |
| Delaware |
| -Certificate of Incorporation, dated June 8, 2011 -Bylaws, adopted June 13, 2011 |
Blue Hen Group Inc. |
| Delaware |
| -Certificate of Incorporation, dated June 8, 2011 -Bylaws, adopted June 13, 2011 |
Flash Jigo Corp. |
| Delaware |
| -Certificate of Incorporation, dated January 18, 2011 -Bylaws, dated August 31, 2011 |
General Media Art Holding, Inc. |
| Delaware |
| -Certificate of Incorporation, dated May 8, 1998 -Bylaws |
General Media Communications, Inc. |
| New York |
| -Certificate of Incorporation of General Media International, Inc., dated June 6, 1988 -Certificate of Amendment of Certificate of Incorporation of General Media International, Inc., dated July 28, 1989 -Certificate of Amendment of the Certificate of Incorporation of Penthouse International, Ltd., dated September 28, 1995 -Amended and Restated Bylaws |
General Media Entertainment, Inc. |
| New York |
| -Certificate of Incorporation of Penthouse Video, Inc., dated June 12, 1990. -Certificate of Amendment of Certificate of Incorporation of Penthouse Video, Inc., dated September 28, 1995 -Amended and Restated Bylaws |
Giant Swallowtail Inc. |
| Delaware |
| -Certificate of Incorporation, dated June 8, 2011 -Bylaws, adopted June 13, 2011 |
GMCI Internet Operations, Inc. |
| New York |
| -Certificate of Incorporation, dated January 10, 2000 -Bylaws |
GMI On-Line Ventures, Ltd. |
| Delaware |
| -Certificate of Incorporation, dated January 13, 2000 -Bylaws |
{M3074995;8}
Goldenrod Spear Inc. |
| Delaware |
| -Certificate of Incorporation, dated June 8, 2011 -Bylaws, adopted June 13, 2011 |
Magnolia Blossom Inc. |
| Delaware |
| -Certificate of Incorporation, dated June 8, 2011 -Bylaws, adopted June 13, 2011 |
Penthouse Digital Media Productions Inc. |
| New York |
| -Certificate of Incorporation, dated May 9, 2005 -Amended and Restated Bylaws, as of June 2, 2005 |
Penthouse Images Acquisitions, Ltd. |
| New York |
| -Certificate of Incorporation, dated January 3, 1991 -Amended and Restated Bylaws |
PMGI Holdings Inc. |
| Delaware |
| -Certificate of Incorporation, dated October 25, 2004 -Bylaws, adopted October 26, 2004 |
Pure Entertainment Telecommunications, Inc. |
| New York |
| -Certificate of Incorporation of For Your Ears Only, Ltd., dated May 6, 1983 -Certificate of Amendment of Certificate of Incorporation of For Your Ears Only, Ltd., dated July 24, 1989 -Amended and Restated Bylaws |
Snapshot Productions, LLC |
| Texas |
| -Articles of Organization, dated April 4, 2002 -Operating Agreement, dated October 25, 2006 |
{M3074995;8}