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Exhibit 5
Letterhead of Howard, Smith & Levin LLP
March 5, 1999
USA Networks, Inc.
152 West 57th Street
New York, NY 10019
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), pursuant to the Registration Statement on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange Commission, of
the offer and sale of (a) $500,000,000 aggregate principal amount of 6-3/4%
Senior Notes due 2005 (the "Exchange Notes") of USA Networks, Inc., a Delaware
corporation (the "Company"), and USANi LLC, a Delaware limited liability company
("USANi LLC" and, together with the Company, the "Issuers") and (b) guarantees
of the Exchange Notes (together with the Exchange Notes, the "Securities") by
the Subsidiary Guarantors (as defined below), in each case to be issued pursuant
to the Indenture, dated as of November 23, 1998 (the "Indenture"), among the
Issuers, the subsidiary guarantors thereto (the "Subsidiary Guarantors") and The
Chase Manhattan Bank, as trustee (the "Trustee"), we have reviewed 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.
We have assumed that each of the Company, USANi LLC, the Subsidiary
Guarantors and the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and that it has or
had all requisite power and authority to execute, deliver and perform the
Indenture and, as applicable, to issue and authenticate the Securities, and that
each of the Subsidiary Guarantors and the Trustee has duly authorized, executed
and delivered the Indenture and has duly authorized the transactions
contemplated thereby.
Upon the basis of such review and subject to the foregoing assumptions,
we advise you that, in our opinion, when the Registration Statement becomes
effective under the Act,
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USA Networks, Inc. - 2 -
and the Securities have been duly executed and authenticated in accordance with
the Indenture and issued in exchange for a like aggregate principal amount of
the Issuers' outstanding 6-3/4% Senior Notes due 2005 and the guarantees thereof
by the Subsidiary Guarantors, in accordance with the exchange offer contemplated
by the Registration Statement, and assuming compliance with the Act, the
Securities will constitute the valid and binding obligations of the Issuers and
each Subsidiary Guarantor, as the case may be, enforceable against such parties
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights, to general equity principles, and to
the qualification that we express no opinion with respect to waivers contained
in Section 6.12 of the Indenture.
We are members of the bar of the State of New York. We do not purport
to be experts in, and we do not express any opinion on, any laws other than the
law of the State of New York, the General Corporation Law and the Limited
Liability Company Act of the State of Delaware and the Federal law of the United
States of America.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Howard, Smith & Levin LLP
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