EXHIBIT 5.1
[LETTERHEAD OF TROY & GOULD]
February 3, 1997
File No. FOU8-1
Four Media Company
2813 W. Alameda Avenue
Burbank, California 91505
Re: Registration Statement on Form S-1
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Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
(the "Registration Statement") of Four Media Company (the "Company"), exhibits
filed in connection therewith, and the form of prospectus related thereto, which
you have filed with the Securities and Exchange Commission (the "SEC") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of up to 5,700,000 shares of Common Stock, $.01 par
value ("Common Stock"), of which 3,491,784 shares are to be issued and sold by
the Company (the "New Shares") and 2,208,216 shares (the "Outstanding Shares")
are to be sold by the sole stockholder of the Company, and up to an additional
855,000 shares are to be sold by the Company upon the exercise of the
underwriters' over-allotment option (together with the New Shares, the
"Aggregate New Shares").
For purposes of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of originals of all
such latter documents. We have also assumed the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have relied upon certificates of public officials and
certificates of officers of the Company for the accuracy of material factual
matters contained therein which were not independently established.
EXHIBIT 5.1
[LETTERHEAD OF TROY & GOULD]
Four Media Company
February 3, 1997
Page 2
Based on the foregoing, it is our opinion that, subject to effectiveness
with the SEC (such Registration Statement as finally declared effective and the
form of Prospectus filed pursuant to Rule 424(b) under the Securities Act being
hereinafter referred to as the "Registration Statement" and the "Prospectus,"
respectively) and to registration or qualification under the securities laws
of the states in which securities may be sold,
1. the Aggregate New Shares are duly and validly authorized and, upon
the sale and issuance thereof in the manner referred to in the Registration
Statement, and upon payment therefor, will constitute legally issued, fully
paid and nonassessable shares of the Common Stock of the Company; and
2. the Outstanding Shares are legally issued, duly and validly
authorized and constitute fully paid and nonassessable shares of the Common
Stock of the Company.
We consent to the use of our name under the caption "Legal Matters" in the
Prospectus and the Registration Statement, and to the filing of this opinion as
an exhibit to the Registration Statement. By giving you this opinion and
consent, we do not admit that we are experts with respect to any part of the
Registration Statement or Prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder, nor do we admit that we are in the category
of persons whose consent is required under Section 7 of said act.
Very truly yours,
/s/ TROY & GOULD P.C.
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TROY & GOULD
Professional Corporation
EXHIBIT 5.1