EXHIBIT 5.1
[KAYE SCHOLER LLP LETTERHEAD]
February 12, 2004
Spanish Broadcasting System, Inc.
and the Subsidiary Guarantors
Listed on Schedule A hereto
2601 South Bayshore Drive, PH II
Coconut Grove, Florida 33133
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Spanish Broadcasting System, Inc. (the
"Company") and each of its subsidiary guarantors identified on Schedule A hereto
(the "Subsidiary Guarantors" and together with the Company, the "Registrants")
in connection with (i) the Company's registration of shares of its 10-3/4%
Series B Cumulative Exchangeable Redeemable Preferred Stock (the "Series B
Preferred Stock") and its offer to exchange (the "Exchange Offer") its
registered Series B Preferred Stock for shares of the Company's unregistered
10-3/4% Series A Cumulative Exchangeable Redeemable Preferred Stock (the "Series
A Preferred Stock"), (ii) the registration of such indeterminate principal
amount of the Company's 10-3/4% Subordinated Exchange Notes due 2013 (the
"Exchange Notes") as may become issuable upon the exchange of the Series B
Preferred Stock, as adjusted for stock splits, stock dividends or similar
transactions and (iii) the registration of guarantees ("Guarantees") by the
Subsidiary Guarantors of the Company's obligations under the Exchange Notes, in
each case, pursuant to a Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement".
In rendering our opinion herein, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including but not limited to, the Certificate of
Designations setting forth the Voting Power, Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications, Limitations
and Restrictions of the Series B Preferred Stock (which includes therein a form
of Indenture (the "Form of Indenture") pursuant to which the Exchange Notes
would be issued) (the "Certificate of Designations") and the Purchase Agreement
dated October 15, 2003 among, the Company, the Subsidiary Guarantors, Merrill
Lynch, Pierce Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and
Lehman Brothers Inc. (collectively, the "Documents").
Spanish Broadcasting System, Inc. 2 February 12, 2004
and the Subsidiary Guarantors
Listed on Schedule A hereto
In our examination of the Documents and in rendering the opinion set forth
below, we have assumed, without independent investigation (i) the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of validly existing
agreements or other documents, the authenticity of all of the latter documents
and the legal capacity of all individuals who have executed any of the documents
which we examined, (ii) that the Registrants are each duly incorporated and in
good standing under the laws of their respective jurisdictions of incorporation,
with corporate power and authority to execute and deliver the Documents and to
consummate the transactions contemplated thereby, (iii) that the Registrants
have taken all necessary corporate action to authorize the Documents and the
transactions contemplated thereby and that each Document has been duly
authorized, executed and delivered by the Registrants, which are a party
thereto, and the other parties to each such Document, (iv) that the execution
and delivery by the parties of each Document and the consummation by each party
of the transactions contemplated thereby do not violate or result in a breach of
or default under the party's certificate or articles of incorporation or
by-laws, or any applicable law, (v) the indenture pursuant to which the Exchange
Notes and Guarantees will be issued (the "Indenture"), when authorized, executed
and delivered by the Registrants and the Trustee, will be substantially in the
form of the Form of Indenture, (vi) that the Exchange Notes and the Guarantees,
when issued, will be in substantially the form attached to the Form of Indenture
and that any information omitted from any such form will be properly added, and
(vii) that none of the documents relied upon by us in rendering this opinion is
subject to rescission, reformation or avoidance for fraud, duress or mistake.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth in this letter, we are of the opinion that:
1. When the Registration Statement is declared effective, the
shares of Series B Preferred Stock, upon issuance and delivery in exchange for
the consideration recited in the Registration Statement, will be validly issued,
fully-paid and non-assessable.
2. When (A) the Registration Statement has been declared
effective and (B) the Indenture has been authorized, executed and delivered by
the Registrants and the Trustee, (C) the Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, and (D) the Exchange Notes have
been duly authorized and executed by the Company and authenticated by Wachovia
Bank, N.A. (the "Trustee") in accordance with the terms of the Indenture and
duly issued and delivered against exchange of the Series B Preferred Stock as
described in the Registration Statement, such Exchange Notes will constitute
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization and similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether such
principles are considered in a proceeding in equity or at law).
Spanish Broadcasting System, Inc. 3 February 12, 2004
and the Subsidiary Guarantors
Listed on Schedule A hereto
3. When (A) the Registration Statement has been declared
effective, (B) the Indenture has been authorized, executed and delivered by the
Registrants and the Trustee, (C) the Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended, (D) the Exchange Notes have been duly
authorized and executed by the Company and authenticated by the Trustee in
accordance with the terms of the Indenture and duly issued and delivered against
exchange of the Series B Preferred Stock as described in the Registration
Statement, and (E) the Guarantees have been duly authorized, executed and
delivered by the Guarantors, each Guarantee of the Exchange Notes by a
Subsidiary Guarantor will constitute a valid and binding obligation of such
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization and similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether such
principles are considered in a proceeding in equity or at law).
The foregoing opinions are limited to the laws of the State of New York,
the General Corporation Law of the State of Delaware and the federal laws of the
United States and we do not express any opinion on the law of any other
jurisdiction.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus included therein. In giving this consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission. Our opinion is rendered solely for your information in
connection with the foregoing.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion.
Very truly yours,
/s/ Kaye Scholer LLP
KAYE SCHOLER LLP
SCHEDULE A
Spanish Broadcasting System of California, Inc.
Spanish Broadcasting System Network, Inc.
SBS Promotions, Inc.
SBS Funding, Inc.
Alarcon Holdings, Inc.
SBS of Greater New York, Inc.
Spanish Broadcasting System of Florida, Inc.
Spanish Broadcasting System of Greater Miami, Inc.
Spanish Broadcasting System of Puerto Rico, Inc. (Delaware)
Spanish Broadcasting System, Inc. (New Jersey)
Spanish Broadcasting System of Illinois, Inc.
Spanish Broadcasting System of San Antonio, Inc.
Spanish Broadcasting System Finance Corporation
Spanish Broadcasting System SouthWest, Inc.
Spanish Broadcasting System - San Francisco, Inc.
Spanish Broadcasting System of Puerto Rico, Inc. (Puerto Rico)