1
EXHIBIT 5.1
DEMPSEY, LINER, YANKELEVITZ & JOHNSON, P.C.
1925 CENTURY PARK EAST, SUITE 2350
LOS ANGELES, CALIFORNIA 90067-2724
TELEPHONE: (310) 551-2300
FACSIMILE: (310) 556-2021
Of Counsel: MICHAEL A. CROSS Direct Dial No. (310) 551-2345
November 21, 1995
The Producers Entertainment Group Ltd.
9150 Wilshire Boulevard
Suite 205
Beverly Hills, California 90212
Re: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Gentlemen:
We have acted as counsel to The Producers Entertainment Group
Ltd., a Delaware corporation (the "Company"), with respect to certain matters
relating to the registration statement on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission for the purpose
of registering for sale under the Securities Act of 1933, as amended, 125,000
shares of Company Common Stock to be owned by one Joe Cayre.
Based on our review of the Restated Certificate of
Incorporation of the Company, the By-Laws of the Company, the minutes of
meetings of the Board of Directors and of the stockholders of the Company and
written consents in lieu of such meetings, the stock ledger of the Company and
such other documents and records as we have deemed necessary and appropriate,
we are of the opinion that the Common Stock has been duly authorized and
validly issued and is fully paid and nonassessable.
We 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 which is part of the Registration Statement.
Very truly yours,
DEMPSEY, LINER, YANKELEVITZ
& JOHNSON, P.C.