Exhibit 5.1
October __, 2001
Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-4
Registration No. 333-69192
Gentlemen:
We have acted as counsel for Paxson Communications Corporation (the
"Company"), a Delaware corporation, and the Guarantors (as defined below) in
connection with the preparation of the above-referenced registration statement
(the "Registration Statement"), filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), to register the exchange of $200,000,000 aggregate principal amount of
the Company's 10 3/4% Senior Subordinated Notes due 2008 (the "New Notes") for
an equal principal amount of its outstanding 10 3/4% Senior Subordinated Notes
due 2008 (the "Original Notes"). The Original Notes were issued, and the New
Notes will be issued, under an Indenture, dated as of July 12, 2001 (the
"Indenture"), among the Company, the domestic subsidiaries of the Company that
are parties thereto (the "Guarantors") and The Bank of New York.
For purposes of rendering the opinions expressed in this letter, we
have examined originals, or copies certified to our satisfaction, of such
corporate records of the Company, certificates of public officials and
representatives of the Company, and other documents as we have deemed it
necessary to require as a basis for such opinion.
With respect to various factual matters material to the opinions
expressed below, we have relied upon certain certificates and information
furnished by pubic officials and representatives of the Company. We have assumed
without inquiry or other investigation (a) the legal capacity of each natural
person executing the agreements described herein, (b) that there have been no
undisclosed modifications of any provision of any document reviewed by us in
connection with the rendering of the opinion and no undisclosed prior waiver of
any right or remedy contained in any of the documents, (c) the genuineness of
each signature, (d) the completeness of each document submitted to us, (e) the
authenticity of each document reviewed by us as an original, (f) the conformity
to the original of each document reviewed by us as a copy and the authenticity
of the original of each document received by us a copy, (g) that each
transaction complies with all tests of good faith, fairness, and conscionability
required by law, and (h) that each certificate or copy of a public record
furnished by public officials is accurate, complete, and authentic.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the New Notes, when executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture in exchange for the Original Notes
pursuant to the exchange offer contemplated by the prospectus that is included
in the Registration Statement, will constitute valid and legally binding
obligations of the Company and the Guarantors, enforceable against the Company
and the Guarantors in accordance with their terms, subject to the limitations of
bankruptcy, insolvency, reorganization, moratorium or other laws or judicial
decisions affecting the enforcement of creditors' rights generally and general
principles of equity.
This opinion letter speaks only as of its date. We undertake no
obligation to advise the addressees (or any other third party) of changes in law
or fact that occur after the date hereof, even though the change may affect the
legal analysis, a legal conclusion, or an informational confirmation in the
opinion.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" contained in the prospectus filed as a part thereof. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ HOLLAND & KNIGHT LLP
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