[Letterhead of Morrison & Foerster LLP]
May 11, 1998
Production Resource Group, L.L.C.
539 Temple Hill Road
New Windsor, NY
Re: 11.50% Senior Subordinated Notes due 2008;
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel for Production Resource Group, L.L.C. (the
"Company") in connection with the Registration Statement (the "Registration
Statement") on Form S-4 under the Securities Act of 1933, as amended, for the
registration and sale of an aggregate of $100,000,000 principal amount of 11.50%
Senior Subordinated Notes Due 2008 (the "New Notes") by the Company, in
connection with the exchange offer (the "Exchange Offer") of $100,000,000 in
previously issued 11.50% Senior Subordinated Notes Due 2008 (the "Old Notes")
for the New Notes. The Old Notes have been and the New Notes will be issued
pursuant to the terms and conditions of, and in the forms set forth in, an
indenture dated December 24, 1997 (the "Indenture") between the Company and
First Union National Bank, a national banking corporation, as trustee (the
"Trustee"), the form of which is filed as an exhibit to the Registration
Statement.
We have examined originals or copies of the Indenture and the New Notes.
In addition, we have examined such records, documents, certificates of public
officials and of the Company, made such inquiries of officials of the Company,
and considered such questions of law as we have deemed necessary for the purpose
of rendering the opinions set forth herein.
We have assumed the genuineness of all signatures, the authenticity of
all items submitted to us as originals and the conformity with originals of all
items submitted to us as copies. We have also assumed that each party to the
Indenture and the Notes, other than the Company, has the power and authority to
execute and deliver, and to perform and observe the provisions of, the Indenture
and the New Notes, and has duly authorized, executed and delivered the Indenture
and the New Notes, that the Indenture constitutes the legal, valid and binding
obligations of the Trustee, and that the Indenture has been duly authenticated
by the Trustee and will be duly qualified under the Trust
Indenture Act of 1939, as amended. We have also assumed compliance with all
applicable state securities and "Blue Sky" laws.
The opinions hereinafter expressed are subject to the following further
qualifications and exceptions:
(i) The effect of bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws relating to or affecting the rights of
creditors generally, including, without limitation, laws relating to fraudulent
transfers or conveyances, preferences and equitable subordination;
(ii) Limitations imposed by general principles of equity upon the
availability of equitable remedies or the enforcement of provisions of the New
Notes and the Indenture; and the effect of judicial decisions which have held
that certain provisions are unenforceable where their enforcement would violate
the implied covenants of good faith and fair dealing, or would be commercially
unreasonable, or where their breach is not material;
(iii) We express no opinion as to the effect on the opinions expressed
herein of (a) the compliance or non-compliance of any party to the Indenture or
the New Notes (other than the Company) with any laws or regulations applicable
to it, or (b) the legal or regulatory status or the nature of the business of
any such party;
(iv) The effect of judicial decisions which may permit the introduction
of extrinsic evidence to supplement the terms of the Indenture or the New Notes
or to aid in the interpretation of the Indenture or the New Notes;
(v) We express no opinion as to the enforceability of provisions of the
Indenture or the New Notes imposing, or which are construed as effectively
imposing, penalties;
(vi) The enforceability of provisions of the Indenture or the New Notes
which purport to establish evidentiary standards or to make determinations
conclusive; and
(vii) We express no opinion as to the enforceability of any choice of law
provisions contained in the Indenture or the New Notes or the enforceability of
any provisions which purport to establish a particular court as the forum for
adjudication of any controversy relating to the Indenture or the New Notes or
which purport to cause any party to waive or alter any right to a trial by jury
or which waive objection to jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that:
1. The New Notes, upon valid tender of the Old Notes to First Union
National Bank, as exchange agent for the Exchange Offer, and issuance of the New
Notes in exchange for such tendered Old Notes in accordance with the terms of
the Registration Statement, will be legally issued and will constitute binding
obligations of the Company.
We express no opinion as to matters governed by laws of any jurisdiction
other than the following as in effect on the date hereof: the substantive laws
of the State of New York (without reference to its choice of law rules) and the
federal laws of the United States of America.
We hereby consent to the use of this opinion in connection with the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" therein.
Very truly yours,
/s/ Morrison & Foerster LLP
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Morrison & Foerster LLP