EXHIBIT 5.1
LOS ANGELES
WASHINGTON
BOSTON
1585 Broadway BOCA RATON
New York, NY 10036-8299 NEWARK
Telephone 212.969.3000 NEW ORLEANS
PROSKAUER ROSE LLP Fax 212.969.2900 PARIS
[FORM OF OPINION OF PROSKAUER ROSE LLP]
, 2005
Triple Crown Media, Inc.
546 East Main Street
Lexington, Kentucky 40508
Ladies and Gentlemen:
We are acting as counsel to Triple Crown Media, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of a registration statement on Form S-1/Form S-4, as
amended (No. 333-128270) (the "Registration Statement") relating to (i) the
distribution by the Company of up to 4,879,949 shares(1) of the Company's common
stock, $0.001 par value per share (the "Spin-Off Shares") to the holders of the
common stock, no par value per share of Gray Television, Inc., a Georgia
corporation ("Gray") and Class A common stock, no par value per share of Gray
and (ii) the issuance by the Company of up to 256,839(1) shares of the Company's
common stock, $0.001 par value per share (the "Merger Shares", and with the
Spin-Off Shares, the "Shares") pursuant to the terms of the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of August 2, 2005, by and among the
Company, BR Acquisition Corp., a Georgia corporation and Bull Run Corporation, a
Georgia corporation ("Bull Run").
As such counsel, we have participated in the preparation of the Registration
Statement and have examined originals or copies of such documents, corporate
records and other instruments as we have deemed relevant, including, without
limitation: (i) the amended and restated certificate of incorporation of the
Company; (ii) the by-laws of the Company; (iii) the resolutions of the Board of
Directors of the Company, adopted as of August 2, 2005, August 18, 2005 and ,
2005; (iv) the Registration Statement, together with the exhibits filed as a
part thereof; (v) the Merger Agreement; and (vi) the Separation and Distribution
Agreement dated as of August 2, 2005 by and between the Company and Gray (the
"Separation and Distribution Agreement").
We have made such examination of law as we have deemed necessary to express the
opinion contained herein. As to matters of fact relevant to this opinion, we
have relied upon, and assumed without independent verification, the accuracy of
certificates of public officials and officers of the Company. We have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of documents submitted to us as originals, the conformity to
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(1) Share amounts to be updated in final version of opinion as necessary.
PROSKAUER ROSE LLP
, 2005
Page 2
the original documents of all documents submitted to us as certified, facsimile
or photostatic copies, and the authenticity of the originals of such copies. We
have also assumed that certificates representing the Shares will have been
properly signed by authorized officers of the Company or their agents. We have
assumed, without investigation, that the shares of common stock of Gray and
Class A common stock of Gray outstanding on the date of the distribution are
duly authorized, legally issued, fully paid and non-assessable and that the
shares of capital stock of Bull Run outstanding on the date of the effectiveness
of the merger (the "Merger") of Bull Run with and into BR Acquisition Corp.
pursuant to the terms of the Merger Agreement are duly authorized, legally
issued, fully paid and non-assessable.
Based upon the foregoing, and subject to the limitations, qualifications,
exceptions and assumptions expressed herein, we are of the opinion, assuming no
change in the applicable law or pertinent facts, that (i) the Spin-Off Shares
will, (a) when distributed pursuant to the Separation and Distribution
Agreement, be duly authorized, and (b) when (x) the pertinent provisions of the
Securities Act and such "blue-sky," securities, and take-over laws as may be
applicable have been complied with and (y) Spin-Off Shares have been distributed
pursuant to the Separation Distribution Agreement, be legally issued, fully paid
and non-assessable and (ii) the Merger Shares will, (a) upon the effectiveness
of the Merger, be duly authorized, and (b) when (x) the pertinent provisions of
the Securities Act and such "blue-sky," securities, and take-over laws as may be
applicable have been complied with, (y) the Merger has become effective, and (z)
the Merger Shares have been duly delivered pursuant to the terms of the Merger
Agreement, will be legally issued, fully paid and non-assessable.
This opinion is limited to the corporate laws of the State of Delaware, and we
express no opinion as to the laws, statutes, rules or regulations of any other
jurisdiction.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the proxy statement/prospectus/information statement contained in
the Registration Statement, and we further consent to the incorporation of this
opinion by reference in any registration statement filed pursuant to Rule 462(b)
in connection with the offering covered by the Registration Statement. In giving
the foregoing consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,