[Exhibit 5.2]
(KAYE SCHOLER LLP LOGO) 212 836-8000
Fax 212 836-8689
425 Park Avenue
New York, New York 10022-3598
212 836-8000
Fax 212 836-8689
www.kayescholer.com
February 26, 2004
CanWest Media Inc.
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
The Parties Identified on Schedule A hereto
Ladies and Gentlemen:
We are acting as special United States counsel to CanWest Media Inc. (the
"Company") and the parties identified on Schedule A hereto (the "Guarantors") in
connection with a Registration Statement on Form F-3 initially filed by the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") on September 25, 2003 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended (the "Act"), for
the resale by the selling securityholder identified in the Registration
Statement of $41,880,457 original principal amount of 10-5/8% senior
subordinated notes due 2011 (the "Notes"). The Notes were issued pursuant to an
Indenture, dated as of May 17, 2001 (the "Indenture"), among the Company, the
Guarantors identified therein and The Bank of New York, as Trustee (the
"Trustee"). This opinion is being delivered to you for filing as an exhibit to
the Registration Statement.
In connection herewith, we have examined the Registration Statement, the
Indenture, the Notes and the related Guarantee of the Guarantors (the
"Guarantee"), together with such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
On the basis of the foregoing and subject to the qualifications and
assumptions set forth herein, we are of the opinion that:
1. The Notes have been duly authorized by the Company, and have been duly
executed and delivered by the Company. The Notes constitute the 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).
2. The Guarantee of the Notes by the Guarantors constitutes a valid and
binding obligation of each Guarantor, enforceable against each Guarantor in
accordance with its terms,
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(KAYE SCHOLER LLP LOGO)
CanWest Media Inc. 2 February 26, 2004
The Parties Identified in Schedule A hereto
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).
3. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, the Indenture constitutes a valid and binding
obligation of the Company and the Guarantors, enforceable against the Company
and the Guarantors 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
and we do not express any opinion on the law of any jurisdiction other than the
laws of the State of New York and the federal law of the United States of
America. In particular, we do not purport to pass on any matter governed by the
laws of Canada (including, without limitation, the provinces of Ontario,
Manitoba and Quebec), New Zealand, Barbados or The Netherlands. To the extent
that any opinions stated herein are affected by the laws of any such
jurisdiction, we have, with your approval, relied upon (i) the opinion, dated on
or about the date hereof, of Osler, Hoskin & Harcourt LLP, (ii) the opinion,
dated on or about the date hereof, of Russell McVeagh, (iii) the opinion, dated
on or about the date hereof, of Chancery Chambers, (iv) the opinion, dated on or
about the date hereof, of Nauta Dutilh, (v) the opinion, dated on or about the
date hereof, of Fasken Martineau DuMoulin LLP, (vi) the opinion, dated on or
about the date hereof, of Torys LLP and (vii) the opinion, dated on or about the
date hereof, of Pitblado, and such opinions stated herein, insofar as they may
be affected by the laws of any such jurisdiction, are subject to the same
assumptions, qualifications and limitations as are contained in such opinions.
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. Our opinion is rendered
solely for your information in connection with the foregoing, and may not be
relied upon by any other person or for any other purpose without our prior
written consent. In giving this opinion, we do not thereby admit that we are
within the category of persons whose consent is required by the Securities Act
or the rules and regulations of the Commission.
Very truly yours,
/s/ KAYE SCHOLER LLP
New York Chicago Los Angeles Washington, D.C. West Palm Beach
Frankfurt Hong Kong London Shanghai
(KAYE SCHOLER LLP LOGO)
CanWest Media Inc. 3 February 26, 2004
The Parties Identified in Schedule A hereto
SCHEDULE A
GUARANTORS
2846551 Canada Inc.
3919056 Canada Ltd.
Apple Box Productions Sub Inc.
BCTV Holdings Inc.
Calgary Herald Group Inc.
CanWest -- Montreal R.P. Holdings Inc.
CanWest -- Windsor R.P. Holdings Inc.
CanWest Finance Inc./ Financiere CanWest Inc.
CanWest Global Broadcasting Inc./ Radiodiffusion CanWest Global Inc.
CanWest Interactive Inc.
CanWest International Communications Inc.
CanWest International Management Inc.
CanWest Irish Holdings (Barbados) Inc.
CanWest Media Sales Limited
CanWest NZ Radio Holdings Limited
CanWest Publications Inc.
CGS Debenture Holding (Netherlands) B.V.
CGS International Holdings (Netherlands) B.V.
CGS NZ Radio Shareholding (Netherlands) B.V.
CGS NZ TV Shareholding (Netherlands) B.V.
CGS Shareholding (Netherlands) B.V.
CHBC Holdings Inc.
CHEK Holdings Inc.
Clarinet Music Inc.
Edmonton Journal Group Inc.
Fox Sports World Canada Holdco Inc.
Global Centre Inc.
Global Communications Limited
Global Television Centre Ltd.
Global Television Network Inc.
Global Television Network Quebec, Limited Partnership/ Reseau de Television
Global Quebec, societe en commandite
Global Television Specialty Networks Inc.
Lonestar Holdco Inc.
Lower Mainland Publishing Group Inc.
Mobile Video Production Inc. (f/k/a WIC Mobile TV Inc.)
Montreal Gazette Group Inc.
Multisound Publishers Ltd.
Nanaimo Daily News Group Inc.
ONtv Holdings Inc.
Ottawa Citizen Group Inc.
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(KAYE SCHOLER LLP LOGO)
CanWest Media Inc. 4 February 26, 2004
The Parties Identified in Schedule A hereto
Pacific Newspaper Group Inc.
Port Alberni Times Group Inc.
ReachCanada Contact Centre Limited
Regina Leader Post Group Inc.
RetroVista Holdco Inc.
Saskatoon StarPhoenix Group Inc.
Southam Digital Inc.
Studio Post & Transfer Sub Inc.
TV3 Network Services Limited
TV4 Network Limited
Vancouver Island Newspaper Group Inc.
Victoria Times Colonist Group Inc.
Western Communications Inc.
WIC Television Production Sub Inc.
Windsor Star Group Inc.
Xtreme Sports Holdco Inc.