LAW OFFICES
THOMAS & LIBOWITZ, P.A.
A Professional Association
Suite 1100
100 Light Street
BALTIMORE MARYLAND 21202-1053
(410) 752-2468
------
FAX (410) 752-2046
(410) 752-2049
STEVEN ANARGYROS THOMAS** COUNSEL
MICHAEL S. LIBOWITZ BASIL A. THOMAS
ROBERT J. LYNOTT SUSAN M. RITTENHOUSE
JOHN R. WISE
CLINTON R. BLACK IV
C. WAYNE DAVIS
PETER W. TALIAFERRO
THOMAS C. SWISS
MARGARET L. ARGENT ***
MICHAEL L .J COLLINS
DAVID P CHAISSON
JAMES E MYERS
CHARLES B. JONES
September 19, 1997
* ALSO MEMBER OF D.C. BAR
** ALSO MEMBER OF CA BAR
* ALSO MEMBER OF VA BAR
Sinclair Broadcast Group, Inc.
2000 West 41 ST 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 in the Registration Statement 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.
Sinclair Broadcast Inc.
September 19, 1997
Page 2
For the Purposes of this opinion, we have examined copies of the
following documents:
1. The Registration Statement;
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 States and the State
of Maryland. 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.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that:
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
teens of the Common Stock Underwriting Agreement, will be validly issued, fully
paid and nonassessable.
Sinclair Broadcast Group, Inc.
September 19, 1997
Page 3
2. The Convertible Exchangeable Preferred Shares have been lawfully and
duly authorized and such Convertible Exchangeable Preferred Shares, when issued
and delivered in a accordance with the terns 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 Weir 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 field 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,
/S/ THOMAS & LIBOWITZ P.A.