LAW OFFICES OF
SAUL, EWING, REMICK & SAUL LLP
BERWYN, PENNSYLVANIA CENTRE SQUARE WEST PRINCETON, NEW JERSEY
HARRISBURG, PENNSYLVANIA 1500 MARKET STREET, 38th FLOOR WILMINGTON, DELAWARE
NEW YORK, NEW YORK PHILADELPHIA, PA 19102-2186
(215) 972-7777
Fax: (215) 972-7725
Internet Email: lawyers@saul.com
World Wide Web: http://www.saul.com
June 29, 1998
Lenfest Communications, Inc.
c/o The Lenfest Group
200 Cresson Boulevard
Oaks, PA 19456
Ladies and Gentlemen:
We have acted as special counsel to Lenfest Communications, Inc. (the
"Company") in connection with the Registration Statement on Form S-4
(Registration No. 333-51589) filed by the Company with the Securities and
Exchange Commission on May 1, 1998 (the "Registration Statement") relating to
the offering of $150 million principal amount of its 7-5/8% Senior Notes due
2008 (the "Senior Exchange Notes") and $150 million principal amount of its
8-1/4% Senior Subordinated Notes due 2008 (the "Senior Subordinated Exchange
Notes", and together with the Senior Exchange Notes, the "Exchange Notes"), as
more fully described in the Registration Statement. The Exchange Notes are to be
issued pursuant to the terms of an indenture dated as of February 5, 1998 (the
"Senior Notes Indenture") and an indenture dated as of February 5, 1998 (the
"Senior Subordinated Notes Indenture"; the Senior Notes Indenture and the Senior
Subordinated Notes Indenture are collectively referred to as the "Indentures"),
between the Company and The Bank of New York, as trustee, as more fully
described in the Registration Statement.
In connection with the proposed public offering of the Exchange Notes,
we have reviewed the Restated Certificate of Incorporation of the Company, the
Amended and Restated Bylaws of the Company, the relevant corporate proceedings
of the Company, the Registration Statement, the Exchange Notes and the
Indentures. No opinion is given herein as to the effect of any law or document
which we have not reviewed as described above. In the examination of such
documents, we have assumed the genuineness of all signatures and the
authenticity, correctness and completeness of all documents submitted to us as
originals or copies and the conformity to the original documents of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that when the Exchange
Notes have been duly authorized, executed, authenticated and issued in
accordance with the Indentures and as set forth in the Registration Statement,
the Exchange Notes will be validly issued and will constitute binding
obligations of the Company, subject to, (i) bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance and other laws
and decisions relating to or affecting debtor's obligations or creditors' rights
generally, whether now or hereafter in effect, and (ii) general principles of
equity and fair dealing (whether enforcement is sought at law or in equity).
June 26, 1998
Page 2
We are members of the bar of Pennsylvania and do not purport to be
experts respecting, and do not express any opinions herein concerning, any laws
other than (i) the business corporation law of the State of Delaware, and (ii)
the existing substantive laws (excluding those relating to conflicts of law) of
the State of New York, (in view of the fact that the Exchange Notes and the
Indentures provide that they should be governed by and interpreted in accordance
with the laws of the State of New York), but only to the extent (if any) that
applications of the laws of New York to the matters covered in our opinion would
not have consequences different than those resulting from application of
Pennsylvania law to such matters.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Saul, Ewing, Remick & Saul LLP