Exhibit 5.01
July 31, 1997
Clearview Cinema Group, Inc.
7 Waverly Place
Madison, NJ 07940
Re: Registration Statement on Form SB-2
(File No. 333-27819)
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Ladies and Gentlemen:
We are acting as counsel to Clearview Cinema Group, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form SB-2 (File No. 333-27819) filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, by the
Company on May 27, 1997 and amended on July 18, 1997 and July 31, 1997 (the
"Registration Statement"). The Registration Statement relates to the public
offering (the "Offering") of up to 1,150,000 shares (the "Shares") of the
Company's Common Stock, $.01 par value, including up to 150,000 Shares that the
underwriters for whom Prime Charter Ltd. is acting as the representative (the
"Underwriters") will have an option to purchase from the Company solely for the
purpose of covering over-allotments.
We are familiar with the Registration Statement. We have
examined and are familiar with (i) the Company's Amended and Restated
Certificate of Incorporation; (ii) the Company's By-laws; (iii) the Company's
proposed Amended and Restated Certificate of Incorporation (the "New
Certificate") in the form in which it is to be filed with the Secretary of
State of the State of Delaware prior to the consummation of the Offering; (iv)
the Company's proposed Amended and Restated By-laws (the "New By-laws") in the
form in which they are proposed to become effective prior to the consummation
of the Offering; (v) the proceedings of the Board of Directors of the Company
with respect to the approval and adoption of the New Certificate and the New
By-laws; and (vi) the form of consent (the "Consent") to be executed by
stockholders of the Company with respect to the approval and adoption of the
New Certificate and the New By-laws. We have also examined such other
documents, corporate records, certificates of public officials, instruments,
statutes and questions of law as we deemed necessary or appropriate to enable
us to express an informed opinion on the matters hereinafter set forth. In
making such examinations and rendering the opinions on the matters set forth
below, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as
Clearview Cinema Group, Inc.
July 31, 1997
Page 2
originals, the conformity to original documents of all documents submitted to
us as certified, conformed, telecopied, photostatic or other reproduced copies
and the authenticity of the originals of such documents, the due execution and
delivery of all such documents, and the accuracy and completeness of the
records of the Company.
We express no opinion as to the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware or as to any
laws of the United States of America other than the Securities Act of 1933, as
amended.
Based upon and subject to the foregoing and subject to the
filing of the New Certificate with the Secretary of State of the State of
Delaware and the execution of the Consent by the holders of the requisite
percentages of the Company's capital stock in accordance with the Company's
current organizational documents and the General Corporation Law of the State
of Delaware, we are of the opinion that:
(a) The Company has been duly organized and is validly
existing under the laws of the State of Delaware.
(b) The Shares, when issued and sold in accordance with the
plan of distribution set forth in the Registration Statement, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.01 to
the Registration Statement and to the reference to the undersigned in the
prospectus forming a part thereof under the caption "Legal Matters."
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
Kirkpatrick & Lockhart LLP