Exhibit 5.1
[LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]
August 15, 2001
Young Broadcasting Inc.
599 Lexington Avenue
New York, New York 10022
Ladies and Gentlemen:
We have acted as counsel to Young Broadcasting Inc. (the "Company"), a
Delaware corporation, in connection with the preparation and filing of the
Company's registration statement (the "Registration Statement") on Form S-4,
filed concurrently herewith, with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement covers the registration of $500,000,000 principal amount of Series B
10% Senior Subordinated Notes due 2011 of the Company (the "Series B Notes") to
be offered in exchange for outstanding Series A 10% Senior Subordinated Notes
due 2011 (the "Series A Notes"). We have also acted as counsel to Young
Broadcasting of Lansing, Inc., Young Broadcasting of Albany, Inc., Winnebago
Television Corporation, Young Broadcasting of Nashville, Inc., Young
Broadcasting of Louisiana, Inc., Young Broadcasting of Knoxville, Inc., Young
Broadcasting of Green Bay, Inc., Young Broadcasting of Richmond, Inc., YBK,
Inc., Honey Bucket Films, Inc., LAT, Inc., YBT, Inc., Young Broadcasting of
Davenport, Inc., Young Broadcasting of Sioux Falls, Inc., Young Broadcasting of
Rapid City, Inc., Young Broadcasting of Los Angeles, Inc., Fidelity Television,
Inc., Young Broadcasting of San Francisco, Inc. and Adam Young Inc.
(collectively, the "Corporate Subsidiary Guarantors"), and WKRN, G.P., KLFY,
L.P. and WATE, G.P. (collectively, the "Partnership Subsidiary Guarantors" and,
with the Corporate Subsidiary Guarantors, the "Subsidiary Guarantors") as
issuers of guarantees (collectively, the "Guarantees") of the obligations of the
Company under the Series B Notes. The Series B Notes and the Guarantees will be
issued under an indenture relating to the Series A Notes and Series B Notes (the
"Indenture") among the Company, the Subsidiary Guarantors and First Union
National Bank, as Trustee.
In connection with rendering this opinion, we have examined and are
familiar with the corporate records of the Company and the Corporate Subsidiary
Guarantors and the partnership records of the Partnership Subsidiary Guarantors,
including their respective organizational documents, as amended to date, and
minutes of meetings, or written consents executed in lieu thereof, of their
respective Board of Directors and stockholders (or in their individual capacity
as general or managing partner, as the case may be, of the Partnership
Subsidiary Guarantors). We have also examined such certificates of public
officials, certificates of officers of the Company and the Subsidiary Guarantors
and other records and documents as we have deemed relevant and necessary for the
purposes of the opinions herein expressed.
In making the aforesaid examinations, we have assumed (i) the
genuineness of all signatures and the conformity to original documents of all
copies furnished to us as original or photostatic copies, and (ii) the corporate
records furnished to us by the Company and the
Corporate Subsidiary Guarantors and the partnership records furnished to us by
the Partnership Subsidiary Guarantors include all corporate proceedings taken by
the Company and the Corporate Subsidiary Guarantors and all partnership
proceedings taken by the Partnership Subsidiary Guarantors, respectively, to
date. We have also assumed for the purposes of rendering this opinion, based
solely on written representations by the Company in its capacity as the sole
owner of the equity capital of each of the Subsidiary Guarantors, that the
Subsidiary Guarantors have each received a benefit from the issuance of the
Guarantees.
Based upon the foregoing and subject to the assumptions and qualifications
set forth herein, it is our opinion that when the Registration Statement has
become effective under the Securities Act of 1933, as amended, the Series B
Notes have been duly executed and authenticated in accordance with the
Indenture, the Indenture has been qualified under the Trust Indenture Act of
1939, as amended, the Series A Notes have been validly tendered to the Company
and the Series B Notes have been delivered in exchange therefor, the Series B
Notes and the Guarantees will be validly issued and binding obligations of the
Company and each of the Subsidiary Guarantors, respectively, subject in each
case to the effect of (i) Federal and State bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance and other laws
relating to or affecting the rights of secured or unsecured creditors generally
(or affecting the rights of only creditors of specific types of debtors) and
(ii) the application of general principles of equity (regardless of whether
enforcement is considered in proceedings at law or inequity).
The foregoing opinion is limited to the laws of the State of New York, the
laws of the United States of America and Delaware general corporation and
limited partnership laws and does not purport to express any opinion on the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Legal Matters" in the prospectus comprising a part of such
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission thereunder.
Except to the extent provided in the preceding paragraph, this opinion is
solely for your benefit and the benefit of the Subsidiary Guarantors and may not
be furnished to, or relied upon by, any other person or entity without the
express prior written consent of the undersigned. This opinion is limited to the
matters set forth herein; no opinion may be inferred or implied beyond the
matters expressly stated in this letter.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Ira I. Roxland
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A Member of the Firm