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Exhibit 5
[JEFFER, MANGELS, BUTLER & MARMARO LLP LETTERHEAD]
June 3, 1996 56138-0001
CinemaStar Luxury Theaters, Inc.
431 College Boulevard
Oceanside, CA 92057
Re: CinemaStar Luxury Theaters, Inc.
Registration Statement on Form SB-2
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form SB-2 (the "Registration Statement") which CinemaStar Luxury Theaters,
Inc., a California corporation (the "Company"), has filed with the Securities
and Exchange Commission. The Registration Statement covers the issuance of up to
4,725,000 Class B Redeemable Warrants (the "Warrants") pursuant to an offer
being made to the holders of Redeemable Warrants of the Company. The
Registration Statement also covers up to 4,725,000 shares of Common Stock, no
par value (the "Shares"), underlying the Warrants.
In rendering the following opinion, we have examined and
relied only upon the documents and certificates of public officials as are
specifically described below. In our examination, we have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies. Our examination was
limited to the following documents and no others:
1. Articles of Incorporation of the Company, as amended to
date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the
Company approving and adopting the Warrant Agreement (as
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JEFFER, MANGELS, BUTLER & MARMARO LLP
CinemaStar Luxury Theaters, Inc.
June 3, 1996
Page 2
referred to below) for the Warrants, and the issuance of Shares upon execution
of the Warrants;
4. The Warrant Agreement between the Company, the Warrant
Agent and The Boston Group, L.P. providing for the issuance of the Warrants,
including the form of Warrant Certificate;
5. The form of the Company's Common Stock certificate; and
6. The Registration Statement, together with all amendments
thereto, exhibits filed in connection therewith and the form of Prospectus
contained therein.
Based upon and subject to the foregoing, it is our opinion
that:
(i) The Warrants to be issued pursuant to the
Registration Statement have been duly authorized, and, when duly executed in
accordance with the terms of the Warrant Agreement, and subject to due execution
of the Warrant Agreement by the Company, the Warrant Agent and the Boston Group,
L.P., the effectiveness of the Registration Statement, and compliance with
applicable blue sky laws, when issued and delivered against payment therefor in
accordance with the terms of the Warrant Agreement and as set forth in the
Registration Statement, will have been legally issued and will constitute valid
and binding obligations of the Company in accordance with their terms, subject
to:
(a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general application
(including, without limitation, general principles of equity, whether considered
in a proceeding in equity or at law), now or hereafter in effect relating to
creditors' rights and claims generally and/or general laws generally affecting
or relating to the enforcement of creditors' rights, including, but not limited
to Section 547 of the Federal Bankruptcy Reform Act of 1978; and
(b) the remedy of specific performance and
injunctive and other forms of equitable relief which are subject to equitable
defenses and to the discretion of the court before which any proceeding
therefore may be brought.
(ii) The Shares to be sold upon exercise of the
Warrants, subject to effectiveness of the Registration Statement and compliance
with applicable blue sky laws, when issued and
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JEFFER, MANGELS, BUTLER & MARMARO LLP
CinemaStar Luxury Theaters, Inc.
June 3, 1996
Page 3
delivered against payment therefor in accordance with the terms of the Warrant
Agreement and Warrants (assuming execution of the Warrant Agreement and
Warrants), and as set forth in the Registration Statement, will constitute
legally issued, fully paid and nonassessable shares of Common Stock of the
Company.
We have not undertaken, nor do we intend to undertake, any
independent investigation beyond such documents and records, or to verify the
adequacy or accuracy of same.
We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Shares are proposed to be offered and
sold or as to the effect, if any, which non-compliance with such laws might have
on the validity of issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement; to the filing of this opinion in connection with
such filings of applications by the Company as may be necessary to register,
qualify or establish eligibility for an exemption from registration or
qualification of the Securities under the blue sky laws of any state or other
jurisdiction; and to the reference, if any, to this firm in the Prospectus under
the heading "Legal Opinion". In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission promulgated thereunder.
Other than as provided in the preceding sentence, this opinion
(i) is addressed solely to you, (ii) may not be relied upon by any other party,
(iii) may not be quoted or reproduced or delivered by you to any other person,
and (iv) may not be relied upon for any other purpose whatsoever. Nothing herein
shall be deemed to relate to or constitute an opinion concerning any matters not
specifically set forth above.
The opinions set forth herein are based upon the federal laws
of the United States of America and the laws of the State of California, all as
now in effect. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.
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JEFFER, MANGELS, BUTLER & MARMARO LLP
CinemaStar Luxury Theaters, Inc.
June 3, 1996
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The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes which may be
brought to our attention after the effective date of the Registration Statement.
Very truly yours,
/s/ JEFFER, MANGELS, BUTLER & MARMARO LLP
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JEFFER, MANGELS, BUTLER & MARMARO LLP
RPG:mjl
cc: Mr. Randal Siville