EXHIBIT 5.1
[Letterhead of Jones, Day, Reavis & Pogue]
August 30, 2002
Penton Media, Inc.
1300 East Ninth Street
Cleveland, Ohio 44114
Re: $157,500,000 11-7/8% SENIOR NOTES DUE 2007
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Ladies and Gentlemen:
We have acted as counsel to Penton Media, Inc., a Delaware corporation
(the "COMPANY"), and certain subsidiaries of the Company (the "SUBSIDIARY
GUARANTORS") in connection with the issuance and exchange (the "EXCHANGE OFFER")
of up to $157,500,000 aggregate principal amount of the Company's 11-7/8% Senior
Notes due 2007 (the "EXCHANGE NOTES") for an equal principal amount of the
Company's outstanding 11-7/8% Senior Notes due 2007 (the "PRIVATE NOTES"), to be
issued pursuant to the Indenture, dated as of March 28, 2002 (the "INDENTURE"),
by and among the Company, as issuer, the Subsidiary Guarantors and U.S. Bank
National Association, as trustee (the "TRUSTEE"). The Private Notes are, and the
Exchange Notes will be, guaranteed (each, a "SUBSIDIARY GUARANTEE") on a joint
and several basis by the Subsidiary Guarantors.
In rendering this opinion, we have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, and matters of law as we have deemed necessary
for purposes of this opinion. Based upon the foregoing and subject to the
assumptions, qualifications and limitations stated herein, we are of the opinion
that:
1. When the Registration Statement on Form S-4 relating to the Exchange
Offer has become effective under the Securities Act of 1933 and the Exchange
Notes are executed by the Company, authenticated by the Trustee in accordance
with the Indenture and delivered in accordance with the terms of the Exchange
Offer in exchange for the Private Notes, the Exchange Notes will be validly
issued by the Company and will constitute valid and binding obligations of the
Company; and
2. Subject to the assumptions in the next paragraph, when the
Registration Statement on Form S-4 relating to the Exchange Offer has become
effective under the Securities Act of 1933 and the Subsidiary Guarantees of the
Exchange Notes (the "EXCHANGE GUARANTEE") are delivered in accordance with the
terms of the Exchange Offer in exchange for the Subsidiary
Guarantees of the Private Notes, the Exchange Guarantee of each Subsidiary
Guarantor will have been validly issued by the respective Subsidiary Guarantor
and will constitute a valid and binding obligation of the respective Subsidiary
Guarantor.
Our examination of matters of law in connection with the opinions
expressed herein has been limited to, and accordingly our opinions herein are
limited to, the laws of the State of California, the State of Illinois and the
State of New York, the General Corporation Law of the State of Delaware,
including the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such law. We express no opinion with
respect to any other law of the State of Delaware or any other jurisdiction.
With respect to the opinions expressed in Paragraph 2 hereof concerning Tech
Conferences, Inc., Duke Investments, Inc., Duke Communications International,
Inc., One, Inc. and Boardwatch Incorporation we have assumed that the Subsidiary
Guarantees of such Subsidiary Guarantors have been duly authorized by such
entities.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue