EXHIBIT 5.1
November 3, 1998
Jones International Networks, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80112
Re: Registration Statement on Form S-4 Relating to
$100,000,000 Aggregate Principal Amount of
Senior Secured Notes and Guarantees Thereof
Ladies and Gentlemen:
We have acted as counsel to Jones International Networks, Ltd., a
Colorado corporation (the "Company") and JPN, Inc., Jones Space Holdings, Inc.,
Jones Earth Segment, Inc., Jones Infomercial Networks, Inc., Jones Radio
Holdings, Inc., Great American Country, Inc., Jones Galactic Radio, Inc., Jones
Infomercial Network Ventures, Inc., Jones Galactic Radio Partners, Inc., Jones
Radio Network, Inc., Jones Audio Services, Inc., Jones Radio Network Ventures,
Inc., Jones/Owens Radio Programming LLC, MediaAmerica, Inc. and Jones MAI Radio,
Inc. (the "Subsidiary Guarantors") in connection with the Company's offer (the
"Exchange Offer") to exchange its 11 3/4% Senior Secured Notes due 2005 to be
registered under the Securities Act of 1933, as amended (the "1933 Act") (the
"Exchange Notes") for any and all of its outstanding 11 3/4% Senior Secured
Notes due 2005 issued in a private placement in July 1998 (the "Outstanding
Notes"). The Outstanding Notes are, and the Exchange Notes will be, fully and
unconditionally guaranteed (the "Subsidiary Guarantees," and together with the
Exchange Notes, the "Securities") on a joint and several basis by all of the
Subsidiary Guarantors. The Outstanding Notes have been, and the Exchange Notes
will be, issued pursuant to an Indenture dated as of July 10, 1998 (the
"Indenture"), among the Company, the Subsidiary Guarantors and U.S. Trust
Company of New York, as trustee.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act.
Jones International Networks, Ltd.
November 3, 1998
Page 2
In connection with such matters, we have examined the Indenture, the
Subsidiary Guarantees and the Registration Statement on Form S-4, filed by the
Company and the Subsidiary Guarantors with the Securities and Exchange
Commission, for the registration of the Securities under the 1933 Act (the
Registration Statement, as amended at the time it becomes effective, hereafter
being referred to as the "Registration Statement"). In addition, we have
examined and relied on originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments,
have made such inquiries as to questions of fact of officers and representatives
of the Company and have made such examinations of law as we have deemed
necessary or appropriate for purposes of giving the opinions expressed below.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing and in reliance thereon, we
are of the opinion that:
1. The issuance and sale by the Company and the Subsidiary
Guarantors, as applicable, of up to $100,000,000 of Securities, as provided in
the Registration Statement, have been duly and validly authorized by all
necessary corporate action of the Company and the Subsidiary Guarantors, as
applicable.
2. Subject to compliance with any applicable State securities laws,
when (i) the Registration Statement has become effective under the 1933 Act,
(ii) the Indenture has been qualified under the Trust Indenture Act of 1939,
(iii) the Exchange Notes have been duly authenticated in accordance with the
Indenture, and (iv) the Securities have been executed, issued and delivered as
contemplated in the Registration Statement and the Prospectus and in accordance
with the Indenture, the Exchange Notes will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their terms and entitled to the benefits provided by the Indenture and the
Subsidiary Guarantees, and the Subsidiary Guarantees will constitute valid and
legally binding obligations of the respective Subsidiary Guarantor enforceable
against each of them in accordance with their terms, except that the
enforceability of the Exchange Notes and the Subsidiary Guarantees may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and by general equitable principles.
Jones International Networks, Ltd.
November 3, 1998
Page 3
We express no opinion as to:
(a) the legality, validity, binding effect or enforceability of any
provision of the Indenture relating to indemnification or exculpation (i) in
connection with violations of any applicable laws, including securities laws,
statutory duties or public policy, (ii) in connection with willful, reckless or
unlawful acts or gross negligence of the indemnified or exculpated party, or
(iii) under circumstances involving the negligence of the indemnified or
exculpated party in which a court might determine the provision to be unfair or
insufficiently explicit; and
(b) the legality, validity, binding effect or enforceability of any
provision of the Indenture and the Securities related to choice of governing
law.
To the extent that the obligations of the Company and the Subsidiary
Guarantors may be dependent upon such matters, we assume for purposes of this
opinion that the Indenture is within the capacity and power of, and has been
duly authorized, executed and delivered by, the Trustee, that it is the legal,
valid, binding and enforceable obligation of the Trustee, and that the Trustee
has the requisite corporate or other organizational power and authority to
perform its obligations under the Indenture.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
this firm under the heading "Legal Matters" in the Prospectus included in the
Registration Statement as the counsel who will pass upon the validity of the
Securities. In giving this 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 or the rules of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/DAVIS, GRAHAM & STUBBS LLP