Wilmer, Cutler & Pickering
100 Light Street
Baltimore, Maryland
(410) 986-2800 (phone)
(410) 986-2828 (fax)
September 19, 1997
Sinclair Broadcast Group, Inc.
2000 West 41st Street
Baltimore, Maryland 21211
Re: Sinclair Broadcast Group, Inc. Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel to Sinclair Broadcast Group, Inc., a Maryland
corporation (the "Company"), in connection with a Registration Statement (as
amended, and including prospectus supplements filed pursuant to Rule 424 of the
Securities Act of 1933, the "Registration Statement") on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. The Registration Statement relates to the registration of
the issuance by the Company of, among other things, 4,000,000 shares of Class A
Common Stock of the Company, par value $0.01 per share (the "Class A Common
Stock"), 3,000,000 shares of $3.00 Series D Convertible Exchangeable Preferred
Stock, par value $0.01 per share (the "Convertible Exchangeable Preferred
Shares"), and 6% Convertible Subordinated Exchange Debentures due September 15,
2012 (the "Exchange Debentures") and the sale by certain Selling Stockholders
identified therein of up to 1,300,000 shares of Class A Common Stock (together
with the 4,000,000 shares of Class A Common Stock offered by the Company, the
"Class A Common Shares"). The Class A Common Shares are to be sold pursuant to
an Underwriting Agreement (the "Common Stock Underwriting Agreement") by and
among the Company, certain Selling Stockholders named therein, and Smith Barney
Inc., BT Alex. Brown Incorporated, Credit Suisse First Boston Corporation,
Salomon Brothers Inc, Chase Securities Inc. and Furman Selz LLC (the
"Representatives"), as representative of the Underwriters. The Convertible
Exchangeable Preferred Shares are to be sold pursuant to an Underwriting
Agreement (the "Preferred Stock Underwriting Agreement") by and among the
Company and the Representatives.
For the purposes of this opinion, we have examined copies of the
following documents:
1. The Registration Statement;
Sinclair Broadcast Group, Inc.
September 19, 1997
Page 2
2. The Amended and Restated Articles of Incorporation of the
Company;
3. The Articles Supplementary to the Amended and Restated Articles
of Incorporation of the Company governing the Convertible
Exchangeable Preferred Shares;
4. The form of the Subordinated Indenture (the "Indenture") between
the Company and the First Union National Bank, as Trustee (the
"Trustee");
5. The form of the First Supplemental Indenture (the "Supplemental
Indenture") between the Company and the Trustee;
6. The Bylaws of the Company;
7. The Common Stock Underwriting Agreement;
8. The Preferred Stock Underwriting Agreement; and
9. The Resolutions of the Board of Directors of the Company dated
September 12, 1997.
In our examination of the aforesaid documents, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies.
This opinion is limited to the laws of the United State, the General
Corporation Law of Maryland and New York contract law (but not including any
statutes, ordinances, administrative decisions, rules or regulations of any
political subdivision of the State of New York). We are members of the Bar of
the State of Maryland and do not hold ourselves out as being experts in the laws
of any other jurisdiction. Although we do not hold ourselves out as being
experts in the laws of any other jurisdiction, we have made such investigation
of the laws of the State of New York as we deemed necessary to express the
opinions set forth herein. Our opinion is rendered only with respect to the laws
and the rules, regulations and orders thereunder that are currently in effect.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that:
Sinclair Broadcast Group, Inc.
September 19, 1997
Page 3
1. The Class A Common Shares have been lawfully and duly authorized
and such Class A Common Shares, when issued and delivered in accordance with the
terms of the Common Stock Underwriting Agreement, will be validly issued, fully
paid and nonassessable.
2. The Convertible Exchangeable Preferred Shares have been lawfully
and duly authorized and such Convertible Exchangeable Preferred Shares, when
issued and delivered in accordance with the terms of the Preferred Stock
Underwriting Agreement, will be validly issued, fully paid and nonassessable.
3. The Company has the legal authority to issue the Exchange
Debentures that may be issued upon conversion of the Convertible Exchangeable
Preferred Shares and such Exchange Debentures, when issued and delivered in
accordance with the Indenture and the Supplemental Indenture, will, assuming due
authorization prior to such issuance, constitute valid and binding obligations
of the Company, enforceable in accordance with their terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or similar laws now or hereinafter in effect
relating to or affecting the enforcement of creditors' rights generally and (b)
the availability of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a proceeding at law
or in equity).
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Form 8-K on September
22, 1997 and incorporation by reference into the Registration Statement, and
should not be quoted in whole or in part or otherwise be referred to, nor
otherwise be filed with or furnished to any governmental agency or other person
or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K and incorporation by reference into the Registration Statement and to
the use of our name therein under the caption "Legal Matters."
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ John B. Watkins
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John B. Watkins, a partner