FRIEDLOB SANDERSON Denver Tech Center
PAULSON & TOURTILLOTT, LLC 8400 East Prentice Avenue
--------------------------- Englewood, Colorado 80111-2918
- ---------------------------------------
Washington, D.C.
Attorneys at Law 1776 I Street, NW, Suite 900
Washington, D.C. 20006-3700
1775 Sherman Street, Twenty-First Floor
Denver, Colorado 80203 Phoenix, Arizona
Telephone 303.571.1400 2375 East Camelback Road, Suite 500
Facsimile 303.595.3159 Phoenix, Arizona 85016
California
519 Seabright Avenue, Suite 208
Santa Cruz, California 95062-3482
Internet: 5280LAW.com
June 25, 2002
EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120
Re: 9 1/8% Senior Notes Due 2009
Ladies and Gentlemen:
We have acted as special counsel for EchoStar DBS Corporation, a
Colorado Corporation (the "Issuer"), and are familiar with the Issuer's
Registration Statement on Form S-4 (the "Registration Statement"), filed today
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the Issuer's
proposed offer to exchange up to $700,000,000 in aggregate principal amount of
its new 9 1/8% Senior Notes due 2009 (the "Exchange Notes") for up to
$700,000,000 in aggregate principal amount of its 9 1/8% Senior Notes due 2009
(the "Old Notes").
In so acting, we have reviewed originals (or copies certified or
otherwise identified to our satisfaction) of:
(i) the Registration Statement;
(ii) the Indenture relating to the Old Notes between the Issuer and
U.S. Bank Trust National Association, as trustee, dated as of
December 28, 2001; and
(iii) such other resolutions, corporate documents, records and other
instruments as we have deemed necessary for the purposes of
this opinion.
As to any facts material to this opinion, we have relied upon
statements and representations of the Issuer, EchoStar Communications
Corporation and public officials. We have assumed that the Issuer is validly
existing and in good standing under the laws of its
EchoStar DBS Corporation
June 25, 2002
Page 2
jurisdiction of organization, that it has the corporate power and authority to
enter into and perform its obligations under the Indentures and the Exchange
Notes and that the Trustee under the Indentures has the corporate power and
authority to enter into and perform its obligations under the Indenture and the
Indenture constitutes the valid, binding and enforceable obligations of the
Trustee.
On the basis of our review, it is our opinion that when (i) the
Registration Statement has become effective, (ii) the Exchange Notes are duly
authorized, executed and delivered on behalf of the Issuer in accordance with
the Indenture in exchange for the Old Notes pursuant to the terms of the offer
to exchange set forth in the Prospectus forming a part of the Registration
Statement and the accompanying letter of transmittal and (iii) the Exchange
Notes are duly authenticated by the Trustee pursuant to the terms of the
applicable Indenture, the Exchange Notes will constitute valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with
their terms, subject to bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and other laws relating to or affecting generally the
enforcement of creditors' rights, to general principals of equity and to implied
covenants of good faith and fair dealing.
We are members of the bar of the State of Colorado and do not express
any opinion herein as to any laws other than the laws of the State of Colorado
and the federal laws of the United States of America.
We express no opinion herein of the Federal Communications Act, as
amended, or the rules and regulations thereunder or the policies of the Federal
Communications Commission or the staff thereof pursuant to delegated authority.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement. In
giving consent to the use of our name under the heading "Legal Matters," we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
/s/ FRIEDLOB SANDERSON
PAULSON & TOURTILLOTT, LLC