Exhibit 5.1
[HEENAN BLAIKIE LETTERHEAD]
September 25, 2003
Lions Gate Entertainment Corp.
4553 Glencoe Avenue, Suite 200
Marina Del Rey, California 90292
RE: REGISTRATION STATEMENT ON FORM S-3 FILED SEPTEMBER 25, 2003
Ladies and Gentlemen:
We have acted as Canadian counsel to Lions Gate Entertainment Corp., a
British Columbia corporation ("Lions Gate") in connection with the preparation
of the Registration Statement on Form S-3 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") by Lions Gate on
September 25, 2003 under the Securities Act of 1933, as amended (the "Securities
Act"). The Registration Statement relates to the issuance and sale from time to
time, pursuant to Rule 415 of the General Rules and Regulations of the
Commission promulgated under the Securities Act, of the following securities of
Lions Gate with an aggregate initial public offering price of up to $250,000,000
or the equivalent thereof in one or more foreign currencies or composite
currencies: (i) shares of Lions Gate's common stock (the "Common Stock"), (ii)
shares of Lions Gate's preferred stock (collectively, the "Preferred Stock"), in
one or more series, interests in which may be represented by depositary shares
of Lions Gate (the "Depositary Shares"), (iii) secured, unsecured,
unsubordinated, senior subordinated, or junior subordinated debt securities, in
one or more series (the "Debt Securities") and related guarantees, if any, of
the Debt Securities (the "Guarantees"), (iv) warrants to purchase Securities (as
hereinafter defined) (the "Warrants"), (v) purchase contracts obligating holders
to purchase Securities at a future date or dates (the "Purchase Contracts"), and
(vii) purchase units comprised of one or more Securities in any combination (the
"Units" and with the Common Stock, the Preferred Stock, the Depositary Shares,
the Debt Securities, the Guarantees, the Warrants, and the Purchase Contracts,
the "Securities").
The Depositary Shares will be issued under one or more deposit agreements
in forms that will be filed as an exhibit to a post-effective amendment to the
Registration Statement or incorporated by reference therein (a "Deposit
Agreement"). The Debt Securities will be issued under one or more debt
securities indentures, in forms that will be filed as an exhibit to a
post-effective amendment to the Registration Statement or incorporated by
reference therein (an "Indenture"), to be entered into between Lions Gate and
one or more trustees chosen by Lions Gate and qualified to act as such under the
Trust Indenture Act of 1939, as amended. Each Guarantee will be issued as
provided in the Indenture. The Warrants will be issued under warrant agreements
in a form that will be filed as an exhibit to a post-effective amendment to the
Registration Statement or
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incorporated by reference therein (a "Warrant Agreement"). The Purchase
Contracts will be issued under a purchase contract agreement in a form that will
be filed as an exhibit to a post-effective amendment to the Registration
Statement or incorporated by reference therein (a "Purchase Contract
Agreement"). The Units will be issued under a unit agreement in a form that will
be filed as an exhibit to a post-effective amendment to the Registration
Statement or incorporated by reference therein (a "Unit Agreement").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In our capacity as such counsel, we have examined originals or copies of
those corporate and other records and documents we considered appropriate,
including the following:
(i) the Registration Statement;
(ii) the certificate of incorporation of Lions Gate, presently in effect
(the "Certificate of Incorporation"); and
(iii) the constating documents of Lions Gate, as amended and presently in
effect which include the memorandum and articles of Lions Gate (collectively,
the "Bylaws").
We have obtained and relied upon those certificates of public officials as
we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with originals of all
documents submitted to us as copies. To the extent that Lions Gate's obligations
will depend on the enforceability of a document against other parties to such
document, we have assumed that such document is enforceable against such other
parties.
On the basis of such examination, our reliance upon the assumptions in this
opinion and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of the
opinion that:
1. With respect to the shares of Common Stock (the "Offered Common
Stock"), when (i) the Board of Directors of Lions Gate (the "Board"), including
any appropriate committee appointed thereby, and officers of Lions Gate have
taken all necessary corporate action to authorize the issuance and sale of the
Offered Common Stock; (ii) either (a) certificates representing the shares of
the Offered Common Stock have been manually signed by an authorized officer of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar and delivered to the purchasers thereof or (b) the
book entry of the Offered Common Stock by the transfer agent for the Common
Stock in the name of The Depository Trust Company or its nominee; and (iii)
Lions Gate receives consideration per share of the Offered Common Stock in such
an amount as may be determined by the Board in the form of cash, services
rendered, personal property, real property, leases of real property, or a
combination thereof, the Offered Common Stock (including any Offered Common
Stock duly issued
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upon conversion, exchange or exercise of any other Securities) will be validly
issued, fully paid and nonassessable.
2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Board, including any appropriate
committee appointed thereby, and officers of Lions Gate have taken all necessary
corporate action to authorize the issuance and sale of the Offered Preferred
Stock, including the filing for approval of any related amendments to the Bylaws
(the "Amendment") with the British Columbia Registrar of Companies (the
"Registrar"); (ii) such Amendment has been duly approved by the Registrar; (iii)
either (a) certificates representing the shares of the Offered Preferred Stock
have been manually signed by an authorized officer of the transfer agent and
registrar for the Preferred Stock and registered by such transfer agent and
registrar, and delivered to the purchasers thereof or (b) the book entry of the
Offered Preferred Stock by the transfer agent for Lions Gate's Preferred Stock
in the name of The Depository Trust Company or its nominee; and (iv) Lions Gate
receives consideration per share of the Offered Preferred Stock in such amount
as may be determined by the Board in the form of cash, services rendered,
personal property, real property, leases of real property, or a combination
thereof, the Offered Preferred Stock (including any Offered Preferred Stock duly
issued upon conversion, exchange or exercise of any other Securities) will be
validly issued, fully paid and nonassessable.
3. With respect to any offering of any series of Depositary Shares (the
"Offered Depositary Shares"), when (i) the Board, including any appropriate
committee appointed thereby, and officers of Lions Gate have taken all necessary
corporate action to fix and determine the terms of the Offered Depositary
Shares, and the Preferred Stock that is represented thereby including the filing
for approval any Amendment with the Registrar; (ii) such Amendment has been duly
approved by the Registrar; (iii) the terms of the Offered Depositary Shares, and
the Preferred Stock that is represented thereby, and of their issuance and sale
have been duly established in conformity with the applicable Deposit Agreement;
(iv) the applicable Deposit Agreement has been duly executed and delivered; (v)
the Preferred Stock that is represented by the Offered Depositary Shares has
been duly executed and authenticated in accordance with the terms of the
applicable Deposit Agreement and duly delivered to the Depositary thereof; (vi)
Lions Gate receives the agreed-upon consideration therefor; and (vii) the
receipts evidencing the Offered Depositary Shares (the "Receipts") are duly
issued against the deposit of the Preferred Stock in accordance with the Deposit
Agreement, the Receipts will be validly issued and will entitle the holders
thereof to the rights specified therein and in the Deposit Agreement, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and by general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.
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4. With respect to any offering of any series of Debt Securities offered
under an Indenture (the "Offered Debt Securities"), when (i) the Board,
including any appropriate committee appointed thereby, and officers of Lions
Gate have taken all necessary corporate action to fix and determine the terms of
the Offered Debt Securities; (ii) the terms of the Offered Debt Securities and
of their issuance and sale have been duly established in conformity with the
Indenture; (iii) the Indenture has been duly executed and delivered; (iv) either
(a) the Offered Debt Securities have been duly executed and authenticated in
accordance with the terms of the Indenture and duly delivered to the purchasers
thereof or (b) the book entry of the Offered Debt Securities by the trustee in
the name of The Depository Trust Company or its nominee; and (v) Lions Gate
receives the agreed-upon consideration therefor, the Offered Debt Securities
(including any Offered Debt Securities duly issued upon conversion, exchange or
exercise of any other Securities) will constitute valid and binding obligations
of Lions Gate enforceable against Lions Gate in accordance with their terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to creditors' rights generally (including, without
limitation, fraudulent conveyance laws), and by general principles of equity
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether considered in a proceeding in equity
or at law.
5. With respect to any offering of any Guarantees related to the Debt
Securities (the "Offered Guarantees"), when (i) the Board, managing partner or
other governing body or entity of the applicable Guarantor, including any
appropriate committee appointed thereby, and officers of the applicable
Guarantor have taken all necessary corporate action to fix and determine the
terms of the Offered Guarantees; (ii) the terms of the Offered Guarantees and of
their issuance and sale have been duly established in conformity with the
Indenture; (iii) the Indenture has been duly executed and delivered; (iv) either
(a) the Offered Guarantees have been duly executed and authenticated in
accordance with the terms of the applicable guarantee set forth in the Indenture
and duly delivered to the purchasers thereof or (b) the book entry of the
Offered Guarantees by the trustee in the name of The Depository Trust Company or
its nominee; and (v) the applicable Guarantor receives the agreed-upon
consideration therefor, the Offered Guarantees will constitute valid and binding
obligations of the applicable Guarantor enforceable against the applicable
Guarantor in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and by general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law.
6. With respect to any offering of any series of Warrants (the "Offered
Warrants"), when (i) the Board, including any appropriate committee appointed
thereby, and officers of Lions Gate have taken all necessary corporate action to
fix and determine the terms of the Offered Warrants, and the Securities issuable
upon exercise thereof; (ii)
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the terms of the Offered Warrants, and the Securities issuable upon exercise
thereof, and of their issuance and sale have been duly established in conformity
with the applicable Warrant Agreement; (iii) the applicable Warrant Agreement
has been duly executed and delivered; (iv) either (a) the Offered Warrants have
been duly executed and authenticated in accordance with the terms of the
applicable Warrant Agreement and duly delivered to the purchasers thereof or (b)
the book entry of the Offered Warrants by the transfer agent for the Warrants in
the name of The Depository Trust Company or its nominee; and (v) Lions Gate
receives the agreed-upon consideration therefor, the Offered Warrants will
constitute valid and binding obligations of Lions Gate enforceable against Lions
Gate in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to creditors'
rights generally (including, without limitation, fraudulent conveyance laws),
and by general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law.
7. With respect to any offering of Purchase Contracts (the "Offered
Purchase Contracts"), when (i) the Board, including any appropriate committee
appointed thereby, and officers of Lions Gate have taken all necessary corporate
action to fix and determine the terms of the Offered Purchase Contracts; (ii)
the terms of the Offered Purchase Contracts and of their issuance and sale have
been duly established in conformity with the applicable Purchase Contract
Agreement; (iii) the applicable Purchase Contract Agreement has been duly
executed and delivered; (iv) either (a) the Offered Purchase Contracts have been
duly executed and authenticated in accordance with the terms of the applicable
Purchase Contract Agreement and duly delivered to the purchasers thereof or (b)
the book entry of the Offered Purchase Contracts by the transfer agent for the
Purchase Contracts in the name of The Depository Trust Company or its nominee;
and (v) Lions Gate receives the agreed-upon consideration therefor, the Offered
Purchase Contracts will constitute valid and binding obligations of Lions Gate
enforceable against Lions Gate in accordance with their terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and by general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.
8. With respect to any offering of any series of Units (the "Offered
Units"), when (i) the Board, including any appropriate committee appointed
thereby, and officers of Lions Gate have taken all necessary corporate action to
fix and determine the terms of the Offered Units, and the Securities
constituting part thereof; (ii) the terms of the Offered Units, and the
Securities constituting part thereof, and of their issuance and sale have been
duly established in conformity with the applicable Unit Agreement; (iii) the
applicable Unit Agreement has been duly executed and delivered; (iv) either (a)
the Offered Units have been duly executed and authenticated in accordance with
the terms of the applicable Unit Agreement and duly delivered to the purchasers
thereof or (b) the
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book entry of the Offered Units by the transfer agent for the Units in the name
of The Depository Trust Company or its nominee; and (v) Lions Gate receives the
agreed-upon consideration therefor, the Offered Units will constitute valid and
binding obligations of Lions Gate enforceable against Lions Gate in accordance
with their terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors' rights
generally (including, without limitation, fraudulent conveyance laws), and by
general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law.
The opinions set forth herein are subject to the following assumptions,
qualifications, limitations and exceptions being true and correct at or prior to
the time of the delivery of any Securities: (i) the terms of the issuance and
sale of the Securities have been duly established in conformity with the
Certificate of Incorporation, the Bylaws, and any other applicable agreement so
as not to violate any applicable law, the Certificate of Incorporation, or the
Bylaws (subject to the further assumption that the Certificate of Incorporation
and the Bylaws have not been amended from the date hereof in a manner that would
affect the validity of any of the opinions rendered herein); (ii) the
Registration Statement, as finally amended (including any necessary
post-effective amendments) and any additional registration statement filed under
Rule 462 will have been declared effective under the Securities Act, and such
effectiveness shall not have been terminated or rescinded; (iii) an appropriate
prospectus supplement (the "Prospectus Supplement") will have been prepared,
delivered and filed in compliance with the Securities Act and the applicable
rules and regulations thereunder describing the Securities; (iv) the Securities
will be issued and sold in compliance with applicable federal and state
securities laws and solely in the manner stated in the Registration Statement
and the Prospectus Supplement, and there will not have occurred any change in
law affecting the validity of the opinions rendered herein; (v) if the
Securities will be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Securities in the form that will be
filed as an exhibit to a post-effective amendment to the Registration Statement
or incorporated by reference therein has been duly authorized, executed and
delivered by the parties thereto; and (vi) in the case of the Indenture, Deposit
Agreement, Warrant Agreement, Purchase Contract Agreement, Unit Agreement,
Certificate of Designation, or other agreement or instrument pursuant to which
any Securities are to be issued, there shall be no terms or provisions contained
therein that would affect the validity of any of the opinions rendered herein.
The opinions set forth herein apply only insofar as relevant laws of the
Province of British Columbia and the federal laws of Canada applicable therein
may be concerned, and, insofar as the laws of any other jurisdiction may be
relevant to the opinions herein expressed, we express no opinion thereon. The
opinions expressed by us herein are restricted to the matters expressly referred
to herein and no opinion is intended to be given or implied with respect to any
other matter.
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We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement.
Yours truly,
Heenan Blaikie LLP
/s/ Heenan Blaikie LLP
Heenan Blaikie