Exhibit 5.7
[TORYS LLP LOGO] Suite 3000
79 Wellington St. W.
Box 270, TD Centre
Toronto, Ontario
M5K 1N2 Canada
TEL 416.865.0040
FAX 416.865.7380
www.torys.com
February 26, 2004
CanWest Media Inc.
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba R3B 3L7
Canada
- - and -
The Parties Identified on Schedule A Hereto
Dear Sirs/Mesdames:
Re: CanWest Media Inc. - U.S. $41,880,457 10 5/8% Senior
Subordinated Notes due 2011
We have acted as Ontario counsel to the corporations listed in
Schedule A hereto (the "Canadian Guarantors") in connection with the preparation
and filing of the Registration Statement on Form F-3 filed by CanWest Media Inc.
(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 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 "Original Trust Indenture"), among the Company,
certain of the Guarantors (including certain of the Canadian Guarantors) and The
Bank of New York, as trustee (the "Trustee"), as amended by a supplemental
indenture dated as of August 6, 2002 among the Company, certain of the
Guarantors (including certain of the Canadian Guarantors) and the Trustee
(together with the Original Trust Indenture, the "Indenture").
We have examined a copy of the Registration Statement and the
prospectus contained therein. We have also examined such certificates of public
officials and such other certificates, documents and records as we have
considered necessary as a basis for or relevant to the opinions hereinafter
expressed, including certificates of compliance and certificates of status
-2-
dated no later than February 25, 2004 in respect of the Canadian Guarantors,
issued pursuant to the Canada Business Corporations Act or Business Corporations
Act (Ontario), as applicable.
For the purposes of this opinion, we have assumed, with regard to
all documents examined by us, 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, telecopied or photostatic copies.
We have relied on an officer's certificate of Pamela Harrod,
Associate General Counsel and Assistant Secretary of CanWest Global
Communications Corp. and the Company, as to the matters of fact referred to
therein. We have not performed any independent review of the factual matters
set out therein. A copy of such certificate is attached to this opinion.
This opinion is based upon and limited to the laws of the
Province of Ontario and the laws of Canada applicable therein.
Based and relying on and subject to the foregoing, we are of the
opinion that:
1. 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 each Canadian Guarantor to execute, deliver
and perform its obligations under the Notes, the Indenture and the
Guarantee, to the extent to which it is a party thereto.
2. The Indenture has been duly authorized by each Canadian Guarantor and has
been duly executed by each Canadian Guarantor.
3. The Guarantee has been duly authorized by each Canadian Guarantor and has
been duly executed and delivered by each Canadian Guarantor.
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 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
use of our name under the caption "Legal Matters" in the prospectus included
therein. 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 truly,
/s/ TORYS LLP
SCG||NV||AMR
Schedule A
CANADIAN GUARANTORS
1. Apple Box Productions Sub Inc.
2. BCTV Holdings Inc.
3. CanWest Media Sales Limited
4. CHBC Holdings Inc.
5. CHEK Holdings Inc.
6. Clarinet Music Inc.
7. Fox Sports World Canada Holdco Inc.
8. Global Centre Inc.
9. Lonestar Holdco Inc.
10. ONtv Holdings Inc.
11. ReachCanada Contact Centre Limited
12. RetroVista Holdco Inc.
13. Studio Post & Transfer Sub Inc.
14. WIC Television Production Sub Inc.
15. Xtreme Sports Holdco Inc.