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EXHIBIT 5.1
BAKER & BOTTS, L.L.P.
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2980
(214) 953-6500
February 3, 1998
Hollywood Theaters, Inc.
Hollywood Theater Holdings, Inc.
Crown Theatre Corporation
2911 Turtle Creek Boulevard
Suite 1100
Dallas, TX 75219
Ladies and Gentlemen:
Reference is made to the registration by Hollywood Theaters,
Inc., a Delaware corporation (the "Company"), in connection with the offering
by the Company of an aggregate of $110,000,000 principal amount of 10 % Senior
Subordinated Notes due August 1, 2007 (the "Exchange Notes") in exchange for
the Company's 10 % Senior Subordinated Notes due August 1, 2007 (the "144A
Notes") issued in a private placement pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), as contemplated by
the Company's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission, as amended (the "Registration Statement"). As set forth
in the Registration Statement, certain legal matters in connection with the
Exchange Notes are being passed on for you by us. At your request, this
opinion is being furnished for filing as Exhibit 5.1 to the Registration
Statement.
We have acted as counsel for the Company in connection with the
registration and proposed exchange by the Company of the Exchange Notes as
described in the Registration Statement. In such capacity, we have
familiarized ourselves with the Certificate of Incorporation and Bylaws, each
as amended to date, of the Company; the corporate proceedings as furnished to
us by the Company with respect to the issuance of the Exchange Notes and the
execution of the Indenture dated as of August 7, 1997 (the "Indenture"), among
the Company and U.S. Trust Company of Texas, N.A., as Trustee, pursuant to
which the Exchange Notes are to be issued; the Indenture; the proposed form of
Exchange Note; and the Registration Statement. We have also examined the
originals or copies certified or otherwise identified, of corporate records of
the Company, certificates of public officials or representatives of the
Company, statutes and other records, instruments and documents as a basis for
the opinions hereafter expressed.
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In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as certified, conformed or photostatic copies. As to various questions of fact
material to this opinion, we have relied upon the accuracy of certificates and
oral statements of officers and representatives of the Company and of public
officials.
On the basis of the foregoing, and subject to the additional
comments, assumptions, limitations, qualifications and exceptions hereinafter
set forth, we are of the opinion that:
1. The Company is a corporation duly incorporated
and validly existing in good standing under the laws of the State of
Delaware.
2. The Exchange Notes have been duly authorized by
all necessary corporate action on the part of the Company.
3. Subject to the Registration Statement becoming
effective under the Securities Act, to the Indenture being
qualified under the Trust Indenture Act of 1939, as amended, to
compliance with any applicable state securities laws, and to the
Exchange Notes being executed by the Company and authenticated by the
Trustee in accordance with the terms of the Indenture, the Exchange
Notes proposed to be exchanged by the Company for the 144A Notes
pursuant to the terms of the exchange offer described in the
Registration Statement have been duly authorized for issuance and, when
issued and delivered in exchange for the 144A Notes in accordance with
the terms and provisions of the exchange offer as described in the
Registration Statement and the Indenture, will be entitled to the
benefits of the Indenture and will be valid and legally binding
obligations of the Company, enforceable against the company in
accordance with their terms, except (a) as enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws relating to or affecting
creditors' rights generally and (b) by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
We express no opinion with respect to any laws other than those
of the State of Texas, the State of New York, the Federal laws of the United
States and the corporation law of the State of Delaware.
In rendering the opinions set forth in paragraph 1 above with
respect to the existence and good standing of the Company, this firm has relied
solely on the certificate(s) of authorities in the state of the Company's
formation.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to us under "Validity of the
Exchange Notes" in the Prospectus forming a part of the Registration Statement.
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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.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
BAKER & BOTTS, L.L.P.