Exhibit 5.8
2500 - 360 Main Street
Winnipeg, Manitoba
Canada R3C 4H6
Tel. (204) 956 0560
Fax (204) 957 0227
E-mail firm@pitblado.com
File No. 33300/11
February 26, 2004
CanWest Media Inc.
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") (on its own behalf and in its capacity as general
partner for Global Television Network Quebec, Limited Partnership/Reseau de
Television Global Quebec, Societe en Commandite ("Global Quebec LP")) in
connection with the preparation and filing of the Registration Statement on Form
F-3 filed by CanWest Media Inc. (the "Company"), GCL and the other guarantors
identified therein (collectively, the "Guarantors") with the Securities and
Exchange Commission on September 25, 2003, and as filed in amended form 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
under the Securities Act of US$41,880,457 aggregate principal amount of the
Company's 10 5/8% senior subordinated notes due 2011 (the "Notes") (and the
related Guarantee of the Guarantors (the "Guarantee")) offered for sale from
time to time by the selling securityholder identified in the prospectus forming
part of the Registration Statement. The Notes were issued pursuant to an
Indenture dated as of May 17, 2001 (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.
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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 on a certificate of status issued by the Director under The
Corporations Act (Manitoba) on February 26, 2004, is validly existing under the
laws of the Province of Manitoba.
2. The Indenture has been duly authorized, and has been duly executed, by GCL
(on its own behalf and in its capacity as general partner for Global Quebec LP)
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, and has been duly executed, by GCL
(on its own behalf and in its capacity as general partner for Global Quebec LP)
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 (on its
own behalf and in its capacity as general partner for Global Quebec LP), the
performance by GCL of its obligations thereunder (on its own behalf and in its
capacity as general partner for Global Quebec LP) 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 the Company 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 and to the use of our
name under the caption "Legal Matters" in the prospectus included therein.
Without limitation, the opinions herein are subject to the following assumptions
and qualifications:
(a) we have assumed that the Guarantee, the Notes and the Indenture do not
violate any applicable law of the State of New York of the United
States of America;
(b) we have assumed that GCL is a "wholly-owned subsidiary" of the Company
for the purposes of The Corporations Act (Manitoba); and
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(c) we have assumed that Global Quebec LP is a limited partnership
registered under the laws of the Province of Quebec.
Yours truly,
/s/ PITBLADO