EXHIBIT 5.1
SOLOVAY MARSHALL & EDLIN, P.C.
845 THIRD AVENUE
NEW YORK, NEW YORK 10022
August 26, 1997
Kideo Productions, Inc.
611 Broadway
New York, NY 10012
-AND-
The Selling Stockholders identified
in the Registration Statement
identified herein
RE: Kideo Productions - Selling Shareholder Registration Statement
Gentlemen:
We have acted as counsel to Kideo Productions, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the Company's
Registration Statement on Form SB-2 relating to the registration of 1,780,000
shares of the Company's Common Stock (the "Shares") for the proposed sale of
such shares by the Selling Stockholders named in that Registration Statement.
In this connection, we have examined:
(i) the Registration Statement of the Company on Form SB-2, Registration
Number 333-31035, as filed with the Securities and Exchange Commission (the
"Commission") on July 10, 1997, as subsequently amended by Amendments Nos. 1 and
2 thereto (such Registration Statement as so amended being hereinafter called
the "Registration Statement");
(ii) the Prospectus included in the Registration Statement, in the form
filed with Amendment No. 2 thereto;
(iii) the Certificate of Incorporation and the By-Laws of the Company, in
each case as amended through the date hereof;
(iv) a certificate, dated a recent date, relating to the good standing of
the Company in its jurisdiction of incorporation;
(v) originals or copies, certified or otherwise identified to our
satisfaction, of resolutions and/or other corporate proceedings which have been
adopted or taken by the Company and/or its stockholders; and
(vi) originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate and official records, certificates
and records of governmental and other public authorities, and other instruments
of or relating to the Company as we have deemed necessary or appropriate for the
purposes of rendering this opinion.
In rendering this opinion, we have relied upon and assumed the following:
1. We have assumed the authenticity of all documents and instruments
submitted to us as originals, the genuineness of all signatures, and the
conformity to original documents and instruments of all documents and
instruments submitted to us as certified, photostatic, facsimile or telecopied
copies.
2. We have assumed the legal capacity of each individual signatory, and the
power and authority of each corporate signatory (other than the Company), of a
document or instrument to execute said document or instrument.
3. As to matters of fact relating to the Company , we have relied upon (a)
certificates or other written statements of governmental or other public
authorities (and/or oral statements made by such authorities to CSC
Network/Prentice-Hall as our agent and confirmed to us orally and/or in writing
by such agent) and (b) certificates or other oral and/or written statements of
officers of the Company. We have no reason to believe, and do not believe, that
we are not justified in relying upon the aforesaid certificates or other written
statements as to matters of fact.
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Subject to the foregoing, we are of the opinion that:
(a) The issuance and sale of the Shares have been duly authorized and, when
the Shares have been sold pursuant to the Registration Statement, they will be
validly issued, fully paid and nonassessable, and the holders thereof will not
be subject to personal liability solely by reason of being such holders.
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In addition, this constitutes our firm's consent to all references to it set
forth in the Registration Statement.
The members of this firm are members of the bar of the State of New York, and
this opinion is limited to matters governed by the federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware. Any opinion stated herein as being to our best knowledge is
given
after due investigation of the matters at issue.
Very truly yours,
/s/ Solovay Marshall & Edlin, P.C.