EXHIBIT 3.3(c)

           FORM OF OPINION OF COUNSEL OF PLATINUM ENTERTAINMENT, INC.


         1.       Buyer is a corporation duly organized, existing and in good
                  standing under the laws of the State of Illinois and Delaware,
                  and to our knowledge, has the corporate power and authority to
                  conduct its business as it is now being conducted, to own,
                  hold under lease, or otherwise posses or use the properties
                  and assets it purports to own, hold under lease, or otherwise
                  posses or use.

         2.       Buyer has all requisite corporate power and authority to enter
                  into the Asset Purchase Agreement and each of the agreements
                  referred to in Section 3.3(d) through (f) of the Purchase
                  Agreement (together with the Purchase Agreement, the
                  "Transaction Documents"), and perform its respective
                  obligations under the Transaction Documents.

         3.       The execution and delivery of the Transaction Documents have
                  been duly authorized by all necessary corporate action on the
                  part of Buyer, and each of the Transaction Documents to which
                  Buyer is a party have been duly executed and delivered by
                  Buyer.

         4.       The execution and delivery of the Transaction Documents and
                  the performance by Buyer thereunder does not, and the
                  consummation of the transactions contemplated thereby will
                  not: violate the Articles of Incorporation or By-laws of
                  Buyer, (ii) to our knowledge, result in a breach of any of the
                  terms or conditions of or constitute a default under any
                  material written indenture, contract, lease or license or
                  other agreement or instruments known to us and to which Buyer
                  is a party, except as disclosed in the Transaction Documents
                  (including the Disclosure Letter) or (iii) to our knowledge,
                  constitute an event which would permit any party to modify,
                  alter, amend, cancel or otherwise affect or terminate any such
                  indenture, contract, instrument, agreement or license except
                  as disclosed in the Transaction Documents (including the
                  Disclosure Letter). To our knowledge, Buyer is not a party to,
                  or expressly bound by, any judgment, injunction or decree of
                  any court or governmental authority which would restrict or
                  interfere with the performance by Buyer of its obligations
                  under the Purchase Agreement.

         5.       Each of the Transaction Documents to which Buyer is a party is
                  enforceable against Buyer in accordance with its terms.

         6.       To our knowledge, there are no actions or proceedings against
                  Buyer pending or overtly threatened in writing, before any
                  court, governmental agency or arbitrator which seek to affect
                  the enforceability of the Transaction Documents.