EXHIBIT 5
(AKIN GUMP STRAUSS HAUER & FELD LLP LETTERHEAD)
May 2, 2003
Cinemark USA, Inc.
3900 Dallas Parkway
Suite 500
Plano, Texas 75093
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Cinemark USA, Inc., a Texas corporation (the
"COMPANY"), Cinemark, L.L.C., a Texas limited liability company, Sunnymead
Cinema Corp., a California corporation, Cinemark Properties, Inc., a Texas
corporation, Greeley Holdings, Inc., a Texas corporation (f/k/a Cinemark
Paradiso, Inc.), Trans Texas Cinema, Inc., a Texas corporation, Missouri City
Central 6, Inc., a Texas corporation, Cinemark Mexico (USA), Inc., a Delaware
corporation, Cinemark Leasing Company, a Texas corporation, Cinemark Partners I,
Inc., a Texas corporation, Multiplex Properties, Inc., a Delaware corporation,
Multiplex Services, Inc., a Texas corporation, CNMK Investments, Inc., a
Delaware corporation, CNMK Delaware Investments I, L.L.C., a Delaware limited
liability company, CNMK Delaware Investments II, L.L.C., a Delaware limited
liability company, CNMK Delaware Investment Properties, L.P., a Delaware limited
partnership, CNMK Texas Properties, Ltd., a Texas limited partnership, Laredo
Theatre, Ltd., a Texas limited partnership, and Cinemark Investments
Corporation, a Delaware corporation (all of the foregoing, other than the
Company, collectively, the "SUBSIDIARY GUARANTORS"), in connection with the
registration, pursuant to a registration statement on Form S-4 (as may be
amended from time to time, the "REGISTRATION STATEMENT"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "ACT"), of (i) the proposed offer by the Company to exchange (the "EXCHANGE
OFFER") up to $150,000,000 of its 9% Senior Subordinated Notes Due 2013 issued
in a private offering on February 11, 2003 (the "INITIAL NOTES") for an equal
principal amount of its 9% Senior Subordinated Notes Due 2013 to be registered
under the Act (the "EXCHANGE NOTES") and (ii) the guaranty of the Exchange Notes
by each Subsidiary Guarantor.
The Initial Notes have been, and the Exchange Notes will be, issued pursuant to
that certain Indenture, dated as of February 11, 2003, among the Company, the
subsidiary guarantors from time to time parties thereto and The Bank of New York
Trust Company of Florida, N.A., as trustee (the "TRUSTEE") (the "INDENTURE").
The Indenture and the Exchange Notes are referred to herein as the "TRANSACTION
DOCUMENTS."
(AKIN GUMP STRAUSS HAUER & FELD LLP LETTERHEAD)
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May 2, 2003
We have examined originals or certified copies of such corporate, limited
liability company or partnership records of the Company and the Subsidiary
Guarantors, as applicable, and other certificates and documents of officials of
the Company and the Subsidiary Guarantors, public officials and others as we
have deemed appropriate for purposes of this letter. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to authentic original documents of all copies
submitted to us as conformed and certified or reproduced copies.
We have assumed with respect to all parties to the Transaction Documents other
than the Company and the Subsidiary Guarantors (the "OTHER PARTIES") that: (i)
each Other Party is a natural person or is an entity other than a natural person
that had and has, as applicable, the corporate or other power and authority to
execute and deliver the Transaction Documents and to consummate the transactions
contemplated thereby, (ii) each Other Party has taken all necessary corporate or
other action to authorize the execution and delivery by it of the Transaction
Documents to which it is a party and the consummation of the transactions
contemplated thereby and (iii) each of the Transaction Documents has been duly
executed and delivered by each Other Party that is a party thereto. In addition,
we have assumed that the Indenture constitutes the legal, valid and binding
obligation of all persons or entities that are parties thereto other than the
Company and the Subsidiary Guarantors, enforceable against such persons or
entities in accordance with its terms.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:
1. The Exchange Notes, when executed by the Company,
authenticated by the Trustee and delivered and exchanged for
Initial Notes in accordance with the Indenture and the
Exchange Offer, (i) will be entitled to the benefits of the
Indenture, (ii) will have been duly authorized by all
necessary corporate action on the part of the Company and
(iii) will be the valid and binding obligations of the
Company, enforceable against the Company in accordance with
their terms.
2. The guarantee obligations of the Subsidiary Guarantors set
forth in the Indenture (i) have been duly authorized by all
necessary organizational action on the part of each Subsidiary
Guarantor and (ii) are the valid and binding obligations of
each Subsidiary Guarantor, enforceable against each Subsidiary
Guarantor in accordance with their terms.
(AKIN GUMP STRAUSS HAUER & FELD LLP LETTERHEAD)
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May 2, 2003
The opinions and other matters in this letter are qualified in their entirety
and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other
than the Included Laws. We have made no special investigation
or review of any published constitutions, treaties, laws,
rules or regulations or judicial or administrative decisions
("LAWS") other than a review of: (i) the Laws of the State of
New York; (ii) the Laws of the State of Texas; (iii) the
Delaware General Corporation Law, the Delaware Revised Uniform
Limited Partnership Act, and the Delaware Limited Liability
Company Act; (iv) the California General Corporation Law; and
(v) the federal securities Laws of the United States of
America. For purposes of this opinion, the term "INCLUDED
LAWS" means the items described in the preceding sentence that
are, in our experience, normally applicable to transactions of
the type contemplated in the Transaction Documents. The term
"Included Laws" excludes: (a) Laws of any counties, cities,
towns, municipalities and special political subdivisions and
any agencies thereof; and (b) Laws relating to land use,
zoning and building code issues, taxes, environmental issues,
intellectual property issues, and antitrust issues.
B. This law firm is a registered limited liability partnership
organized under the laws of the State of Texas.
C. The opinions expressed in this letter are subject to and
qualified and limited by (i) applicable bankruptcy,
insolvency, fraudulent transfer and conveyance,
reorganization, moratorium and similar Laws affecting
creditors' rights and remedies generally including court
decisions interpreting such Laws; (ii) general principles of
equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding
at law or in equity); (iii) the power of the courts to award
damages in lieu of equitable remedies; and (iv) securities
Laws and public policy underlying such Laws with respect to
rights to indemnification and contribution.
D. We express no opinion as to the enforceability of Sections
4.6, 12.7, 12.9 and 12.11 of the Indenture.
E. We express no opinion as to (i) the actual jurisdiction whose
laws will or should govern the Indenture or any issue
thereunder, (ii) what law a court applying the conflict of
laws rules of any jurisdiction would or should deem
applicable, or (iii) whether the choice or conflict of laws
rules of any particular jurisdiction will or
(AKIN GUMP STRAUSS HAUER & FELD LLP LETTERHEAD)
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May 2, 2003
should govern or be applied to the Indenture. We have assumed
that all documents and agreements to which the Company or any
Subsidiary Guarantor is a party will be construed in
accordance with the internal law of the jurisdiction specified
by the parties therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.
Sincerely,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.