EXHIBIT 5.1
SOLOVAY MARSHALL & EDLIN, P.C.
845 THIRD AVENUE
NEW YORK, NY 10022
JUNE __, 1996
Kideo Productions, Inc.
611 Broadway
New York, NY 10012
Gentlemen:
We refer to the Registration Statement on Form SB-2, File No. 333-2294
(the "Registration Statement"), filed by Kideo Productions, Inc. (the
"Company") with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended:
(i) 1,610,000 shares of the Company's common stock, par value of
$0.0001 per share ("Common Stock"), for the sale by the Company
in an underwritten public offering, which includes amounts to be
sold to cover overallotments;
(ii) 1,610,000 redeemable warrants ("Warrants") to purchase shares of
Common Stock at $4.00 per share, which includes amounts to be
sold to cover overallotments;
(iii) 1,610,000 shares of Common Stock representing shares to be
issued upon exercise of the Warrants;
(iv) A warrant ("Underwriter's Warrant") to be issued to Whale
Securities Co., L.P. (the "Underwriter") to purchase 140,000
shares of Common Stock at $8.25 per share and 140,000 Warrants
at $0.165 per warrant;
(v) 140,000 shares of Common Stock representing shares to be issued
upon exercise of the Underwriter's Warrant;
(vi) 140,000 warrants ("Underlying Warrants") to purchase shares of
Common Stock at $5.20 per share to be issued upon exercise of
the Underwriter's Warrant;
(vii) 140,000 shares of Common Stock representing shares to be issued
upon exercise of the Underlying Warrants; and
(viii) 290,000 shares of Common Stock to be sold by certain current
stockholders of the Company (the "Selling Stockholders").
As counsel to the Company, we have examined such corporate records,
documents, agreements and such matters of law as we have considered necessary
or appropriate for the purpose of this opinion. Upon the basis of such
examination, we advise you that in our opinion:
(i) the Common stock to be sold by the Company to the Underwriter, if
and when paid for and issued in accordance with the terms of the
underwriting agreement between the Company and the Underwriter in the form
of Exhibit 1.1 to the Registration Statement (the "Underwriting
Agreement"), will be validly issued, fully paid and nonassessable;
(ii) the Common Stock issuable upon exercise of the Warrants to be sold
by the Company to the Underwriter, if and when paid for and issued upon
exercise of such Warrants in accordance with the terms of the Warrant
Agreement between the Company, the Underwriter and American Stock Transfer
& Trust Company in the form of Exhibit 4.3 to the Registration Statement
(the "Warrant Agreement") will be validly issued, fully paid and
nonassessable;
(iii) the Common Stock issuable upon exercise of the Underwriter's
Warrant, if and when paid for and issued in accordance with the terms of
the Warrant Agreement between the Company and the Underwriter in the form
of Exhibit 4.2 to the Registration Statement (the "Underwriter's Warrant
Agreement"), will be validly issued, fully paid and nonassessable;
(iv) the Common Stock issuable upon exercise of the Underlying Warrant,
if and when paid for and issued upon exercise of such Underlying Warrants
in accordance with the terms of the Underwriter's Warrant Agreement will
be validly issued, fully paid and nonassessable;
(v) the Common Stock to be sold on behalf of the Selling Stockholders
has been legally issued, fully paid and is nonassessable;
(vi) the Warrants to be sold by the Company to the Underwriter, if and
when paid for and issued in accordance with the terms of the Underwriting
Agreement and Warrant Agreement, will be valid and binding obligations of
the Company;
(vii) the Underwriter's Warrant to be sold by the Company to the
Underwriter, if and when paid for and issued in accordance with the terms
of the Underwriting Agreement and Underwriter's Warrant Agreement, will be
a valid and binding obligation of the Company;
(viii) the Underlying Warrants issuable upon exercise of the
Underwriter's Warrant, if and when paid for and issued in accordance with
the terms of the Underwriter's Warrant Agreement, will be valid and
binding obligations of the Company;
The opinions expressed in paragraphs (vi), (vii) and (viii) with regard to
the validity and binding nature of the obligations referred to therein are
limited to the extent that the validity and binding nature of such
obligations may be limited by bankruptcy, insolvency, moratorium or other
similar laws or equitable principles relating to or limiting creditors'
rights generally.
We are members of the New York Bar, and the opinions expressed herein are
limited to questions arising under the laws of the State of New York and the
Federal law of the United States, and we disclaim any opinion whatsoever with
respect to matters governed by the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to this firm under the caption "Legal
Matters" in the Prospectus which is a part of the Registration Statement.
Reference is made to the sections of the Registration Statement entitled
"Legal Matters" for a description of ownership of the Company's securities by
certain attorneys of this firm.
Very truly yours,
/s/ Solovay Marshall & Edlin, P.C.
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SOLOVAY MARSHALL & EDLIN, P.C.