Exhibit 5.2
August 29, 1997
Sinclair Broadcast Group, Inc.
2000 W. 41st Street
Baltimore, MD 21211
RE: SINCLAIR BROADCAST GROUP, INC. EXCHANGE OFFER REGISTRATION STATEMENT
ON FORM S-4
Ladies and Gentlemen:
We have acted as counsel to Sinclair Broadcast Group, Inc. (the
"Company"), a Maryland corporation in connection with the preparation of and
filing of a Registration Statement on Form S-4 (the "Registration Statement")
under the Securities Act of 1933, as amended, 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
$2,000,000.000 principal amount of its 9% Senior Subordinated Notes due 2007
(the "Old Notes") for a like principal amount of the Company's outstanding 9%
Senior Subordinated Notes due 2007 (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"; at times together with the Old Notes, the "Old Securities") 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. 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 trustees.
In so acting, we have examined originals or copies of (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 between, among others, the Company and
the Initial Purchasers (as such term is defined therein) (the
Sinclair Broadcast Group, Inc.
August 29, 1997
Page 2
"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 Maryland. This opinion is limited to the
laws of the United States of America 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 State of Maryland. 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.
Sinclair Broadcast Group, Inc.
August 29, 1997
Page 3
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.
In the information set forth herein is as of the date thereof. 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 to you by us as counsel to the Company 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,
By: /s/ C. Wayne Davis
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THOMAS & LIBOWITZ, P.A.