(COHEN & GRIGSBY LOGO)
March 15, 2005
Source Interlink Companies, Inc.
27500 Riverview Center Blvd., Suite 400
Bonita Springs, FL 34134
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") filed by Source Interlink Companies, Inc., a Delaware
corporation (the "COMPANY"), under the Securities Act of 1933, as amended,
regarding: (i) up to 487,962 shares (the "PLAN SHARES") of the Company's common
stock, par value $0.01 per share (the "COMMON STOCK"), to be issued upon
exercise of options yet to be granted pursuant to the 1999 Equity Participation
Plan of Alliance Entertainment Corp. and the 1999 Employee Equity Participation
and Incentive Plan of Alliance Entertainment Corp. (the "CONTINUING PLANS"); and
(ii) up to 820,394 shares ("OPTION SHARES") of Common Stock to be issued upon
exercise of currently outstanding options (the "ASSUMED OPTIONS") granted
pursuant to the Continuing Plans, the Amended and Restated Digital On-Demand,
Inc. 1998 Executive Stock Incentive Plan and the Amended and Restated Digital
On-Demand, Inc. 1998 General Stock Incentive Plan (collectively, the "PLANS").
We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. We have also assumed that each of the Plans, at the time it was
adopted, was duly adopted in accordance with applicable law. As to questions of
fact material to this opinion, we have, to the extent deemed appropriate, relied
upon certain representations of certain officers and employees of the Company.
We have also assumed that in granting future awards under the Continuing Plans,
the Board of Directors of the Company or the appropriate committee thereunder
will exercise its discretion in establishing the terms of such awards within the
permissible limits of the laws of the State of Delaware and in accordance with
the Continuing Plans.
Based upon the foregoing, it is our opinion that:
1. When issued and sold in the manner referred to in the Continuing
Plans, and when full consideration is received therefor, the Plan Shares issued
and sold thereby will be legally and validly issued, fully paid and
non-assessable.
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Pittsburgh Office o 11 Stanwix Street, 15th Floor o Pittsburgh, PA 15222-1319
Telephone 412.297.4900 o Fax 412.209.0672 o www.cohenlaw.com
(COHEN & GRIGSBY LOGO)
Source Interlink Companies, Inc.
March 15, 2005
Page 2
2. When issued and sold in the manner referred to in the Plans and in
the agreements evidencing the Assumed Options, and when full consideration is
received therefor, the Option Shares issued and sold thereby will be legally and
validly issued, fully paid and non-assessable.
In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus constituting a
part thereof, and in any amendment thereto.
Very truly yours,
/s/ COHEN & GRIGSBY, P.C.
COHEN & GRIGSBY, P.C.