Exhibit 5.8
PITBLADO 2500-360 Main Street
- ----------------------- Winnipeg, Manitoba
BARRISTERS & SOLICITORS Canada R3C 4H6
Tel. (204) 956 0560
Fax (204) 957 0227
E-mail firm@pba-law.com
Sent via Facsimile and Overnight Courier
Reply to:
July 7, 2003 E. Scott Ransom
Direct (204) 956 3513
ransom@pba-law.com
CanWest Media Inc. File No. 7856/117
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba R3B 3L7
Global Communications Limited
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba R3B 3L7
Ladies and Gentlemen:
We have acted as corporate counsel in the Province of Manitoba to Global
Communications Limited ("GCL") in connection with the offer (the "Exchange
Offer") by CanWest Media Inc. (the "Company") to exchange its 7 5/8% Series A
Senior Notes due 2013 (the "Initial Notes") for up to U.S. $200,000,000.00 of
its outstanding Registered 7 5/8% Series B Senior Notes due 2013 (the "Exchange
Notes"). This opinion is being delivered to you for filing as an exhibit to the
Registration Statement on Form F-4 filed by the Company, GCL and the other
guarantors identified therein (collectively, the "Guarantors") with the
Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of the Exchange Notes (and
the related Guarantee of the Guarantors (the "Guarantee")) under the Securities
Act. The Initial Notes were issued, and the Exchange Notes will be issued,
pursuant to an Indenture, dated as of April 3, 2003 (the "Indenture"), among the
Company, the Guarantors and The Bank of New York, as Trustee.
In this capacity, we have examined the Registration Statement, the prospectus
contained therein and originals or copies certified or otherwise identified to
our satisfaction of such corporate records of GCL, certificates of public
officials, officers of GCL and other persons, and such other documents,
agreements and instruments, as we deemed necessary as a basis for the opinion
hereinafter expressed. In rendering the opinion expressed below, we have assumed
and have not verified the accuracy as to factual matters of each document we
have reviewed and have assumed the genuineness of all signatures, the legal
capacity of all individuals, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies. In addition, we have made such further examination of law and fact
as we have deemed appropriate in connection with the opinions hereinafter set
forth.
Based upon, and subject to the foregoing and the qualifications hereinafter set
forth, we are of the opinion that:
1. GCL has been duly organized, has all requisite corporate power and authority
to perform its obligations under the Indenture and the Guarantee, and, based and
relying solely
PITBLADO Page 2
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BARRISTERS & SOLICITORS
on a certificate of status issued by the Director under The Corporations Act
(Manitoba) on July 3, 2003, is validly existing under the laws of the Province
of Manitoba.
2. The Indenture has been duly authorized by GCL and has been duly executed by
the GCL in accordance with the laws of the Province of Manitoba and the federal
laws of Canada applicable therein.
3. The Guarantee has been duly authorized by GCL in accordance with the laws of
Canada and has been duly executed by GCL in accordance with the laws of the
Province of Manitoba and the federal laws of Canada applicable therein.
4. The execution and delivery of the Indenture and the Guarantee by GCL, the
performance by GCL of its obligations thereunder and the enforcement of such
obligations do not violate any applicable law of the Province of Manitoba or the
federal laws of Canada applicable therein.
This opinion is limited solely to the laws of the Province of Manitoba and the
federal laws of Canada applicable therein.
This opinion is being delivered to you in connection with the Registration
Statement and is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written authorization. Kaye Scholer LLP may
rely on this opinion with respect to matters governed by Manitoba law for
purposes of its opinion to CanWest Media Inc. and the other addressees
identified therein, dated on or about the date hereof. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.
Without limitation, the opinions herein are subject to the following assumptions
and qualifications:
(a) we have assumed that the Guarantee, the Exchange Notes and the
Guarantee do not violate any applicable law of the State of New York
of the United States of America; and
(b) we have assumed that GCL is a "wholly-owned subsidiary" of the Company
for the purposes of The Corporations Act (Manitoba).
Yours truly,
/s/ PITBLADO
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PITBLADO
CERTIFICATE
TO: Osler, Hoskin & Harcourt LLP
Torys LLP
Pitblado
Fasken Martineau DuMoulin LLP
(collectively, "Counsel")
RE: Offer by CanWest Media Inc. (the "Company") to exchange the Company's
7-5/8% Series B Senior Notes due 2013 (the "Exchange Notes") for up to
U.S.$200,000,000 of the Company's outstanding 7-5/8% Series A Senior Notes
due 2013 (the "Initial Notes")
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In connection with the opinions to be provided by Counsel concerning the
transaction described above, the undersigned certifies for and on behalf of the
Company, and not personally, as follows:
1. The undersigned is the Associate General Counsel and Assistant Secretary of
CanWest Global Communications Corp. ("CanWest") and of the Company and as
such is familiar with the books and records, business and properties of the
Company and each of the corporations and partnerships listed on Schedule A
hereto (each, a "Canadian Guarantor" and, collectively, the "Canadian
Guarantors").
2. The corporate and partnership records and minute books of the Company and
each of the Canadian Guarantors provided to Counsel (as indicated on
Schedule A hereto) in connection with the offering of the Initial Notes on
April 3, 2003 are the original or duplicate corporate and partnership
records and minute books of the Company and each of the Canadian Guarantors
and contain all articles, partnership agreements and declarations and
by-laws of the Company and each of the Canadian Guarantors, current
directors', partners' and shareholders' registers of the Company and each
of the Canadian Guarantors and all resolutions and minutes of all meetings
or other proceedings of the shareholders, partners or directors (or any
committee thereof) of the Company or any of the Canadian Guarantors during
such periods noted in such corporate and partnership records and minute
books. Such corporate and partnership records and minute books are true,
correct and complete in all material respects and, since being made
available to such Counsel in connection with the offering of the Initial
Notes on April 3, 2003, there have been no changes, additions or
alterations thereto, other than those changes, additions or alterations
thereto, which have been delivered to such Counsel.
3. As of the date of this certificate, no winding up, liquidation,
dissolution, insolvency, bankruptcy, amalgamation, reorganization or
continuation proceedings have been commenced or are being contemplated by
CanWest, the Company or any of the Canadian Guarantors
and, after due inquiry, neither CanWest nor the Company has no
knowledge of any such proceedings having been commenced or being
contemplated by any other party.
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4. No unanimous shareholders' agreement has been entered into with respect to
CanWest, the Company or any of the Canadian Guarantors.
5. The undersigned acknowledges that this certificate is to be relied upon by
Counsel in rendering their respective opinions, and may be relied upon by
the addressees of such opinions.
DATED July 7th, 2003.
/s/ Pamela Harrod
------------------------------------
Name: Pamela Harrod
Title: Associate General Counsel and
Assistant Secretary
SCHEDULE A
CANADIAN GUARANTORS
SUBSIDIARY COUNSEL
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1. 2846551 Canada Inc. (CBCA) Oslers
2. 3919056 Canada Ltd. (CBCA) Oslers
3. Apple Box Productions Sub Inc. (CBCA) Torys
4. BCTV Holdings Inc. (CBCA) Torys
5. Calgary Herald Group Inc. (CBCA) Oslers
6. CanWest Finance Inc./Financiere CanWest Inc. (Quebec) Faskens
7. CanWest Global Broadcasting Inc./Radiodiffusion CanWest Faskens
Global Inc. (Quebec)
8. CanWest Interactive Inc. (CBCA) Oslers
9. CanWest Media Sales Limited (CBCA) Torys
10. CanWest -- Montreal R.P. Holdings Inc. (CBCA) Oslers
11. CanWest Publications Inc. (CBCA) Oslers
12. CanWest -- Windsor R.P. Holdings Inc. (CBCA) Oslers
13. CHBC Holdings Inc. (CBCA) Torys
14. CHEK Holdings Inc. (CBCA) Torys
15. Clarinet Music Inc. (Ontario) Torys
16. Edmonton Journal Group Inc. (CBCA) Oslers
17. Fox Sports World Canada Holdco Inc. (CBCA) Torys
18. Global Centre Inc. (Ontario) Torys
19. Global Communications Limited (Manitoba) Pitblado
20. Global Television Centre Ltd. (CBCA) Oslers
21. Global Television Network Inc. (CBCA) Oslers
22. Global Television Network Quebec, Limited Faskens/Pitblado
Partnership/Reseau de Television Global Quebec, Societe
en commandite (Quebec)
23. Global Television Specialty Networks Inc. (CBCA) Oslers
24. Lonestar Holdco Inc. (CBCA) Torys
25. Lower Mainland Publishing Group Inc. (CBCA) Oslers
26. Montreal Gazette Group Inc. (CBCA) Oslers
27. Multisound Publishers Ltd. (CBCA) Oslers
28. Nanaimo Daily News Group Inc. (CBCA) Oslers
29. ONtv Holdings Inc. (CBCA) Torys
30. Ottawa Citizen Group Inc. (CBCA) Oslers
31. Pacific Newspaper Group Inc. (CBCA) Oslers
32. Port Alberni Times Group Inc. (CBCA) Oslers
33. ReachCanada Contact Centre Limited (CBCA) Torys
34. Regina Leader Post Group Inc. (CBCA) Oslers
35. RetroVista Holdco Inc. (CBCA) Torys
36. Saskatoon StarPhoenix Group Inc. (CBCA) Oslers
37. Southam Digital Inc. (CBCA) Oslers
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38. Studio Post & Transfer Sub Inc. (CBCA) Torys
39. Vancouver Island Newspaper Group Inc. (CBCA) Oslers
40. Victoria Times Colonist Group Inc. (CBCA) Oslers
41. Western Communications Inc. (CBCA) Oslers
42. WIC Mobile TV Inc. (CBCA) Oslers
43. WIC Television Production Sub Inc. (CBCA) Torys
44. WIC TV Amalco Inc. (CBCA) Oslers
45. Windsor Star Group Inc. (CBCA) Oslers
46 Xtreme Sports Holdco Inc. (CBCA) Torys