EXHIBIT 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
February 6, 1997
Petersen Publishing Company, L.L.C.
6420 Wilshire Boulevard
Los Angeles, CA 90048
Re: Petersen Publishing Company, L.L.C.,
Petersen Capital Corp. and
Petersen Holdings, L.L.C.
Registration Statement on Form S-4
Registration No. 333-18017
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to Petersen Publishing Company, L.L.C., a Delaware limited liability company,
Petersen Capital Corp., a Delaware corporation (together, the "Issuers") and
Petersen Holdings, L.L.C., a Delaware limited liability company (the "Guarantor"
and, together with the Issuers, the "Registrants"), in connection with the
proposed registration by the Issuers of up to $100,000,000 in aggregate
principal amount of the Issuers' 11-1/8% Series B Senior Subordinated Notes due
2006 (the "Exchange Notes"), pursuant to a Registration Statement on Form S-4
(Registration No. 333-18017) filed with the Securities and Exchange Commission
(the "Commission") on December 17, 1996 under the Securities Act of 1933, as
amended (the "Act") (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement"). The obligations of the
Issuers under the Exchange Notes will be guaranteed by the Guarantor (the
"Guarantee"). The Exchange Notes and the Guarantees are to be issued pursuant to
the Indenture (the "Indenture"), dated as of November, 15, 1996, among the
Issuers, the Guarantor and United States Trust Company of New York, as Trustee,
in exchange for and in replacement of the Issuers' outstanding 11-1/8% Senior
Subordinated Notes due 2006 (the "Notes"), of which $100,000,000 in aggregate
principal amount is outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments
[LETTERHEAD OF KIRKLAND & ELLIS]
KIRKLAND & ELLIS
Petersen Publishing Company, L.L.C.
February 6, 1997
Page 2
as we have deemed necessary for the purposes of this opinion, including (i) the
Certificate of Incorporation, as amended, the Certificate of Formation and By-
Laws of the Registrants (as the case may be), (ii) minutes and records of the
corporate proceedings of the Registrants with respect to the issuance of the
Exchange Notes and the Guarantee, respectively, (iii) the Registration
Statement, and (iv) Registration Rights Agreement, dated November 25, 1996,
among the Issuers, the Guarantor and First Union Capital Markets Corp. and CIBC
Wood Gundy Securities Corp.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto and the due authorization, execution and delivery of all
documents by the parties thereto other than the Registrants. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Issuers and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Board of
Directors and the Managing Member (as the case may be) and the appropriate
officers of the Registrants have taken all necessary action to fix and approve
the terms of the Exchange Notes and the Guarantee, respectively, (iii) the
Indenture has been duly qualified under the Trust
KIRKLAND & ELLIS
Petersen Publishing Company, L.L.C.
February 6, 1997
Page 3
Indenture Act of 1939, as amended and (iv) the Exchange Notes and the Guarantee
have been duly executed and authenticated in accordance with the provisions of
the Indenture and duly delivered to the purchasers thereof in exchange for the
Notes, the Exchange Notes and the Guarantee will be validly issued obligations
of the Registrants.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to our
firm under the heading "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Sincerely,
Kirkland & Ellis