[OSLER, HOSKIN & HARCOURT LETTERHEAD] Exhibit 5.1
Our Matter Number: 1036920
July 8, 2003
CanWest Media Inc.
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba
Canada R3B 3L7
The Parties Identified on
Schedules A and B hereto
Ladies and Gentlemen:
We have acted as Canadian counsel to CanWest Media Inc., a Canadian federal
corporation (the "Company"), the parties identified on Schedule A hereto (the
"Canadian Guarantors") and the parties identified on Schedule B hereto (the
"Additional Canadian Guarantors") in connection with the Company's offer to
exchange (the "Exchange Offer") its 7-5/8% Series B Senior Notes due 2013 (the
"Exchange Notes") for up to U.S.$200,000,000.00 of its outstanding 7-5/8% Series
A Senior Notes due 2013 (the "Initial 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, the Canadian Guarantors and the other guarantors identified
therein (collectively, the "Guarantors") with the United States Securities and
Exchange Commission (the "Commission") on or about the date hereof (the
"Registration Statement") pursuant to the United States 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 "Guarantees")) 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.
A. DOCUMENTATION
As counsel for the Company, we have reviewed the Registration Statement, the
prospectus contained therein and the Indenture.
B. JURISDICTION
We are solicitors qualified to practice law in the Province of Ontario and we
express no opinion as to any laws or any matters governed by any laws other than
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.
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[OSLER, HOSKIN & HARCOURT]
C. SCOPE OF EXAMINATIONS
In connection with the opinions expressed in this opinion letter, we have
considered such questions of law and examined such public and corporate
records, certificates and other documents and conducted such other examinations
as we have considered necessary.
D. ASSUMPTIONS AND RELIANCES
We have assumed the legal capacity of all individuals, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as certified, conformed, photostatic or facsimile copies.
In expressing the opinion set forth in paragraph 1, we have relied upon
certificates of compliance and certificates of status dated no later than July
7, 2003 in respect of the Company and the Canadian Guarantors issued by
Industry Canada or the Ministry of Consumer and Business Services as applicable.
In expressing the opinion set forth in paragraph 5, we have assumed that the
Additional Canadian Guarantors exist under the laws of their respective
jurisdictions of incorporation; that there are no restrictions on the corporate
power and capacity of the Additional Canadian Guarantors to execute, deliver
and perform their respective obligations under the Indenture, the Exchange
Notes and the Guarantee; and that the Additional Canadian Guarantors have duly
authorized, executed and delivered the Indenture, the Exchange Notes and the
Guarantee.
To the extent that the opinions expressed in this letter are based on factual
matters, we have relied solely upon an officers' certificate of Pamela Harrod,
Associate General Counsel and Assistant Secretary of the Company, as to such
matters. A copy of such certificate is attached to this opinion letter.
E. OPINIONS
On the basis of the foregoing and subject to the qualifications hereinafter
expressed, we are of the opinion that:
1. The Company and the Canadian Guarantors exist under the laws of their
respective jurisdictions of organization, and there are no restrictions on
the corporate power and capacity of the Company or any of the Canadian
Guarantors to execute, deliver and perform their respective obligations
under the Exchange Notes, the Indenture and the Guarantee, to the extent a
party thereto.
2. The Exchange Notes have been duly authorized and, when issued, executed and
authenticated in accordance with the provisions of the Indenture and
delivered in exchange for the Initial Notes, will be duly executed and
delivered by the Company.
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OSLER,
HOSKIN &
HARCOURT
3. The Indenture has been duly authorized by the Company and each Canadian
Guarantor and has been duly executed by the Company and each Canadian
Guarantor.
4. The Guarantee has been duly authorized by each Canadian Guarantor and has
been duly executed and delivered by each Canadian Guarantor.
5. The execution and delivery of the Indenture, the Exchange Notes and the
Guarantee by the Company, the Canadian Guarantors, and the Additional
Canadian Guarantors, the performance by the Company, the Canadian
Guarantors and the Additional Canadian Guarantors of their obligations
thereunder and the enforcement of such obligations do not violate any
provision of any federal or provincial law, statute, rule or regulation
presently in effect in the Province of Ontario.
This opinion is being delivered to you in connection with the Registration
Statement and is not to be relied upon, 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
Canadian law for purposes of its opinion to you dated on or about the date
hereof. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm which appears in the
prospectus constituting a part thereof and to the references made to us under
the caption "Legal Matters" in such prospectus. In giving such consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act, or under the rules and
regulations of the Commission thereunder.
Yours very truly,
/s/ Osler, Hoskin & Harcourt LLP
EAS/CJD
SCHEDULE A
CANADIAN GUARANTORS
1. 2846551 Canada Inc. (CBCA)
2. 3919056 Canada Ltd. (CBCA)
3. Calgary Herald Group Inc. (CBCA)
4. CanWest Interactive Inc. (CBCA)
5. CanWest - Montreal R.P. Holdings Inc. (CBCA)
6. CanWest Publications Inc. (CBCA)
7. CanWest - Windsor R.P. Holdings Inc. (CBCA)
8. Edmonton Journal Group Inc. (CBCA)
9. Global Television Centre Ltd. (CBCA)
10. Global Television Network Inc. (CBCA)
11. Global Television Specialty Networks Inc. (CBCA)
12. Lower Mainland Publishing Group Inc. (CBCA)
13. Montreal Gazette Group Inc. (CBCA)
14. Multisound Publishers Ltd. (CBCA)
15. Nanaimo Daily News Group Inc. (CBCA)
16. Ottawa Citizen Group Inc. (CBCA)
17. Pacific Newspaper Group Inc. (CBCA)
18. Port Alberni Times Group Inc. (CBCA)
19. Regina Leader Post Group Inc. (CBCA)
20. Saskatoon StarPhoenix Group Inc. (CBCA)
21. Southam Digital Inc. (CBCA)
22. Vancouver Island Newspaper Group Inc. (CBCA)
23. Victoria Times Colonist Group Inc. (CBCA)
24. Western Communications Inc. (CBCA)
25. WIC Mobile TV Inc. (CBCA)
26. Windsor Star Group Inc. (CBCA)
SCHEDULE B
ADDITIONAL CANADIAN GUARANTORS
<Table>
<Caption>
Guarantor Counsel
1. Apple Box Productions Sub Inc. (CBCA) Torys
2. BCTV Holdings Inc. (CBCA) Torys
3. CanWest Media Sales Limited (CBCA) Torys
4. CHBC Holdings Inc. (CBCA) Torys
5. CHEK Holdings Inc. (CBCA) Torys
6. Clarinet Music Inc. (Ontario) Torys
7. Fox Sports World Canada Holdco Inc. (CBCA) Torys
8. Global Centre Inc. (Ontario) Torys
9. Lonestar Holdco Inc. (CBCA) Torys
10. ONtv Holdings Inc. (CBCA) Torys
11. ReachCanada Contact Centre Limited (CBCA) Torys
12. Retro Vista Holdco Inc. (CBCA) Torys
13. Studio Post & Transfer Sub Inc. (CBCA) Torys
14. WIC Television Production Sub Inc. (CBCA) Torys
15. Xtreme Sports Holdco Inc. (CBCA) Torys
</Table>
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
---------- -------
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