August 29, 1997
Sinclair Broadcast Group, Inc.
2000 West 41st Street
Baltimore, Maryland 21211
Re: Sinclair Broadcast Group, Inc. Exchange Offer Registration Statement on
Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to Sinclair Broadcast Group, Inc. (the
"Company"), a Maryland corporation in connection with the preparation and filing
of a Registration Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with the Securities
and Exchange Commission (the "Commission") with respect to an exchange offer
(the "Exchange Offer") pursuant to which the Company is offering to exchange up
to $200,000,000 principal amount of its outstanding 9% Senior Subordinated Notes
due 2007 (the "Old Notes") for a like principal amount of the Company's 9%
Senior Subordinated Notes due 2007 that have been registered under the
Securities Act (the "New Notes") and up to all of the joint and several
guarantees of the Old Notes on a senior subordinated basis (the "Old
Guarantees") by substantially all of the Company's subsidiaries (the
"Guarantors") for joint and several guarantees of the New Notes on a senior
subordinated basis (the "New Guarantees"; at times together with the "New
Notes", the "New Securities") by the Guarantors of which New Guarantees have
been registered under the Securities Act. The New Securities will be offered
pursuant to an indenture, dated as of July 2, 1997 (the "Indenture"), by and
among, the Company, the Guarantors and First Union National Bank of Maryland, as
trustee.
In so acting, we have examined originals or copies of the (1) the
Registration Statement; (2) the Prospectus that is a part of the Registration
Statement (the "Prospectus"); (3) the Indenture; and (4) the Registration Rights
Agreement dated as of July 2, 1997 by and
among, among others, the Company and the Initial Purchasers (as such term is
defined therein) (the "Registration Rights Agreement"; collectively with the
foregoing documents, the "Operative Documents").
We have also examined original, reproduced or certified copies of
resolutions adopted by the Company's and the Guarantors' boards of directors and
such other documents, corporate records, certificates of public officials,
officers and representatives of the Company and the Guarantors and other
instruments as we have deemed necessary or appropriate to render the opinions
set forth below, and have considered such questions of law as we have deemed
necessary to enable us to render the opinions expressed below.
In our examination of documents and records, we have assumed, without
investigation, the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us as telecopied,
certified, photostatic or reproduced copies and the authenticity of all such
documents. We have also assumed, but not independently verified, that all
documents executed by a party other than the Company or any respective
subsidiaries thereof were duly and validly authorized, executed and delivered by
such party, that such party has the requisite power and authority to execute,
deliver and perform such agreements and other documents, and that such
agreements and other documents are legal, valid and binding obligations of such
party and enforceable against such party in accordance with their respective
terms.
With respect to questions of fact material to our opinion, we have relied
with your consent, without independent inquiry or verification by us, solely
upon (a) the representations and warranties and factual matters set forth in
each of the Operative Documents, including any exhibits or schedules attached
thereto, respectively, (b) written and oral representations of officers of the
Company and the Guarantors and (c) certificates of public officials. We do not
opine in any respect as to the accuracy of any such facts contained in items
(a)-(c).
We are members of the Bar of the District of Columbia and the State of
Maryland. This opinion is limited to the laws of the United States of America,
the District of Columbia, and the State of Maryland; provided, however, that
"Applicable Law" includes only those laws that, in our experience, in
transactions of the type provided for in the Registration Statement, and with
respect to general business corporations engaged in regulated activities, are
normally applicable to such transactions. Insofar as this opinion relates to the
laws of any jurisdiction other than those jurisdictions subsumed within the
definition of the Applicable Law, we have assumed with your consent, without any
independent investigation, that the law of each such other jurisdiction is
identical to the law of the District of Columbia. We express no opinion
whatsoever as to any other laws or regulations or as to laws relating to choice
of law or conflicts of law principles.
Based upon the foregoing, subject to the assumptions, limitations and
exceptions contained herein, and subject to the issuance by the Commission of an
order declaring the Registration Statement effective and the taking by the
Boards of Directors and the appropriate officers of the Company and Guarantors
of
all necessary actions to fix and approve the terms of the New Securities, we are
of the opinion that when the New Notes, in the form filed as an exhibit to the
Registration Statement, have been duly executed and authenticated in accordance
with the Indenture and have been duly issued and delivered by the Company in
exchange for an equal principal amount of Old Notes pursuant to the terms of the
Indenture and the Registration Rights Agreement, the New Notes will be the legal
and binding obligations of the Company and the New Guarantees will be the legal
and binding obligations of the Guarantors, in each case enforceable against such
party or parties in accordance with their terms except (a) as such enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights and remedies generally and (b) as such
enforcement may be limited by general principles of equity, regardless of
whether enforcement is sought in a proceeding at law or in equity.
The information set forth herein is as of the date hereof. We assume no
obligation to advise you of changes which may thereafter be brought to our
attention. Our opinions are based on statutory and judicial decisions in effect
at the date hereof, and we do not opine with respect to any law, regulation,
rule or governmental policy or decision which may be enacted determined or
adopted after the date hereof, nor assume any responsibility to advise you of
future changes in our opinions.
This opinion is furnished by us, as special counsel to the Company, to you
and is solely for your benefit in connection with the Exchange Offer. We hereby
consent to the use of this opinion as an exhibit to the Registration Statement.
We also consent to any and all references to our firm under the caption "Legal
Matters" in the Prospectus. This opinion may not be relied on by you for any
other purpose or by any other person for any purpose without our written
consent.
Very truly yours,
WILMER, CUTLER & PICKERING
By: /s/ John B. Watkins
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John B. Watkins, a partner