[THOMAS & LIBOWITZ, P.A. LETTERHEAD]
April 10, 1998
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 Registration Statements (as
amended, and including prospectus supplements filed pursuant to Rule 424 of the
Securities Act of 1933, the "Registration Statements") on Form S 3 filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended. The Registration Statements relate to the registration
of the issuance by the Company of 6,000,000 shares of Class A Common Stock of
the Company, par value $0.01 per share (the "Class A Common Stock") and the sale
by certain Selling Stockholders identified therein of up to 2,030,187 shares of
Class A Common Stock (together with the 6,000,000 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 Salomon Smith Barney, Smith Barney Inc., BT Alex. Brown
Incorporated, Credit Suisse First Boston Corporation, Bear, Stearns & Co. Inc.,
Furman Selz LLC, Goldman, Sachs & Co., Lehman Brothers Inc. and NationsBanc
Montgomery Securities LLC (the "Representatives"), as representatives of the
Underwriters.
For the purposes of this opinion, we have examined copies of the following
documents:
1. The Registration Statements;
2. The Amended and Restated Articles of Incorporation of the Company;
The Bylaws of the Company;
4. The Common Stock Underwriting Agreement;
5. The Resolutions of the Board of Directors of the Company dated April 7,
1998.
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 General
Corporation Law 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. 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
(i) the Class A Common Shares have been lawfully and duly authorized, (ii) the
Class A Common Shares to be sold by the Company, when issued and delivered in
accordance with the terms of the Common Stock Underwriting Agreement, will be
validly issued, fully paid and nonassessable, and (iii) assuming conversion of
Series B Preferred Stock held by the Selling Stockholders into Class A Common
Stock pursuant to the terms of the Amended and Restated Articles of the Company,
the Class A Common Shares to be sold by the Selling Stockholders will be validly
issued, fully paid and non-assessable.
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 April 10, 1998 (the "Form
8-K") and incorporation by reference into the Registration Statements, 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,
/s/THOMAS & LIBOWITZ, P.A.
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THOMAS & LIBOWITZ, P.A.