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EXHIBIT 5
KUTAK ROCK ATLANTA
A PARTNERSHIP KANSAS CITY
INCLUDING PROFESSIONAL CORPORATIONS LITTLE ROCK
SUITE 2900 NEWPORT BEACH
717 SEVENTEENTH STREET NEW YORK
DENVER, COLORADO 80202-3329 OKLAHOMA CITY
(303) 297-2400 OMAHA
FACSIMILE (303) 292-7799 PHOENIX
PITTSBURGH
http://www.kutakrock.com WASHINGTON
February 12, 1997
VIA EDGAR
Stuart Entertainment, Inc.
3211 Nebraska Avenue
Council Bluffs, Iowa 51501
Re: Exchange Offer
Gentlemen:
We have acted as counsel to Stuart Entertainment, Inc. (the "Company")
in connection with the filing of a registration statement on Form S-4
(Registration No. 333-18779), including a related Prospectus, under the
Securities Act of 1933, as amended (the "Act"), and such amendments thereto and
such amended Prospectus as may have been required to the date hereof. The
registration statement covers a proposed offering by the Company of up to
$100,000,000 principal amount of Series B 12 1/2% Senior Subordinated Notes due
2004 (the "Notes") in exchange for the Company's outstanding 12 1/2% Senior
Subordinated Notes due 2004 issued on November 13, 1996. Such registration
statement, as amended, and the Prospectus on file with the Securities and
Exchange Commission (the "Commission") at the time such registration statement
becomes effective (including financial statements and schedules, exhibits and
all other documents filed as a part thereof or incorporated therein) are herein
called, respectively, the "Registration Statement" and the "Prospectus."
In connection with this opinion, we have made such investigations and
examined such records, including the Company's Certificate of Incorporation,
Bylaws and corporate minutes, as we deemed necessary to the performance of our
services and to give this opinion. We have also examined and are familiar with
the originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, corporate records and other instruments as we have
deemed necessary for the preparation of this opinion. In expressing
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Gentlemen
February 12, 1997
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this opinion, we have relied, as to any questions of fact upon which our
opinion is predicated, upon representations and certificates of the officers of
the Company.
In giving this opinion we assumed:
(a) the genuineness of all signatures and the
authenticity and completeness of all documents submitted to us as originals;
(b) the conformity to originals and the authenticity of
all documents supplied to us as certified, photocopied, conformed or facsimile
copies and the authenticity and completeness of the originals of any such
documents; and
(c) the proper, genuine and due execution and delivery of
all documents by all parties to them and that there has been no breach of the
terms thereof.
Based upon the foregoing and subject to the qualifications set forth
above, and assuming that (i) the Registration Statement has become effective
under the Act, and (ii) all required actions are taken and conditions satisfied
or waived with respect to the issuance of the Notes as specified in the
Prospectus, we are of the opinion that at the time the Notes are issued, the
Notes will be binding obligations of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name in the Registration Statement.
In giving such consent, 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 promulgated pursuant thereto.
Very truly yours,
/s/ Kutak Rock
Kutak Rock