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EXHIBIT 5.1
February 12, 1998
Source Media, Inc.
5400 LBJ Freeway, Suite 680
Austin, Texas 78701
Dear Sirs:
We have acted as counsel for Source Media, Inc., a Delaware corporation
(the "Company"), in connection with the Company's offer (the "Exchange Offer")
to exchange its 12% Senior Secured Notes due 2004 to be registered under the
Securities Act of 1933 (the "Exchange Notes") for any and all of its
outstanding 12% Senior Secured Notes due 2004 (the "Outstanding Notes"). The
Outstanding Notes are, and the Exchange Notes will be, fully and
unconditionally guaranteed (the "Subsidiary Guaranties," and together with the
Exchange Notes, the "Securities") on a joint and several basis by all of
Sources direct and indirect subsidiaries (collectively, the "Subsidiary
Guarantors"). The Outstanding Notes have been, and the Exchange Notes will be,
issued pursuant to an Indenture dated as of May 21, 1997 (the "Indenture"),
among the Company, the Subsidiary Guarantors and U.S. Trust Company of Texas,
N.A., as trustee.
In connection with such matters we have examined the Indenture, the
Subsidiary Guaranties, the Registration Statement on Form S-4, filed by the
Company and the Subsidiary Guarantors with the Securities and Exchange
Commission, for the registration of the Securities under the Securities Act of
1933 (the Registration Statement, as amended at the time it becomes effective,
being referred to as the "Registration Statement") and such corporate records
of the Company and the Subsidiary Guarantors, certificates of public officials
and such other documents as we have deemed necessary or appropriate for the
purpose of this opinion.
Based upon the foregoing, subject to the qualifications hereinafter set
forth, and having regard for such legal considerations as we deem relevant, we
are of the opinion that the Securities proposed to be issued pursuant to the
Exchange Offer have been duly authorized for issuance and, subject to the
Registration Statement becoming effective under the Securities Act of 1933, and
to compliance with any applicable state securities laws, when issued and
delivered in accordance with the Exchange Offer and the Indenture, (i) the
Exchange Notes will constitute valid and legally binding obligations of the
Company, entitled to the benefits of the Indenture and the Subsidiary
Guaranties contained therein, and (ii) the Subsidiary Guaranties will
constitute valid and legally binding obligations of the Subsidiary Guarantors.
The opinions expressed above are limited by, subject to and based on
the assumptions, limitations and qualifications set forth below:
(a) The validity and binding effect of the Exchange Notes
and the Subsidiary Guaranties may be limited or affected by bankruptcy,
reorganization, insolvency, fraudulent
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conveyance, moratorium or other similar laws relating to or affecting
creditors' rights generally and by general equitable principles
(regardless of whether such validity and binding effect is considered in
a proceeding in equity or at law), and except as rights to indemnity and
contribution under the Indenture and the Subsidiary Guaranties
contained therein may be limited by applicable laws or policies
underlying such laws.
(b) We are members of the bar of the State of Texas and do
not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the State of Texas, the United States
of America and, to the extent relevant to the opinions expressed above,
the General Corporation Law of the State of Delaware, and we express no
opinion herein with respect to the laws of any such other jurisdiction.
Insofar as the opinions herein expressed relate to matters governed by
New York law, we have assumed, without knowing and without making any
investigation to determine, that such laws are the same as the laws of
the State of Texas. Insofar as the opinions herein expressed relate to
matters governed by foreign jurisdictions, we have relied upon the
opinions of lawyers licensed in those jurisdictions, which are subject
to certain assumptions, exceptions, limitations and qualifications set
forth therein as they related to matters governed by the laws of such
jurisdictions.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. 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 Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
thereunder.
Respectfully submitted,
THOMPSON & KNIGHT
A Professional Corporation
By: /s/ MICHAEL L. BENGTSON
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Michael L. Bengtson, Attorney