EXHIBIT 5.1
FRIEDLOB SANDERSON PAULSON & TOURTILLOTT, LLC
1775 Sherman Street, Twenty-First Floor
Denver, Colorado 80203
September 27, 2002
EchoStar DBS Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120
Re: 10 3/8% Senior Notes Due 2007
Ladies and Gentlemen:
We have acted as special counsel for EchoStar DBS Corporation, a
Colorado Corporation ("EDBS"), and are familiar with EDBS' Amendment No. 1 to
its Registration Statement on Form S-4 (the "Registration Statement"), filed
today with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to EDBS' proposed offer
to exchange up to $1,000,000,000 in aggregate principal amount of its 10 3/8%
Senior Notes due 2007 (the "EDBS Notes") for any and all outstanding EchoStar
Broadband Corporation ("EBC") 10 3/8% Senior Notes due 2007 (the "EBC Notes").
In so acting, we have reviewed originals (or copies certified or
otherwise identified to our satisfaction) of:
(i) the Registration Statement;
(ii) the indenture relating to the EBC Notes between EBC and U.S.
Bank Trust National Association, as trustee, dated as of
September 25, 2000;
(iii) the Form of indenture relating to the EDBS Notes between the
Issuer and U.S. Bank National Association, as trustee, dated
as of November 4, 2002 (the "Indenture");
(iv) such other resolutions, corporate documents, records and other
instruments as we have deemed necessary for the purposes of
this opinion.
EchoStar DBS Corporation
September 27, 2002
Page 2
As to any facts material to this opinion, we have relied upon
statements and representations of EDBS, EBC, EchoStar Communications Corporation
and public officials. We have assumed that EDBS is validly existing and in good
standing under the laws of its jurisdiction of organization, that it has the
corporate power and authority to enter into and perform its obligations under
the Indenture and the EDBS Notes and that the Trustee under the Indenture has
the corporate power and authority to enter into and perform its obligations
under the Indenture and the Indenture constitutes a valid, binding and
enforceable obligation of the Trustee.
On the basis of our review, it is our opinion that when (i) the
Registration Statement has become effective, (ii) the EDBS Notes are duly
authorized, executed and delivered on behalf of EDBS in accordance with the
Indenture in exchange for the EBC Notes pursuant to the terms of the offer to
exchange set forth in the Prospectus forming a part of the Registration
Statement and the accompanying letter of transmittal and (iii) the EDBS Notes
are duly authenticated by the Trustee pursuant to the terms of the Indenture,
the EDBS Notes will constitute valid and binding obligations of EDBS,
enforceable against EDBS in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and other laws
relating to or affecting generally the enforcement of creditors' rights, to
general principals of equity and to implied covenants of good faith and fair
dealing.
We are members of the bar of the State of Colorado and do not express
any opinion herein as to any laws other than the laws of the State of Colorado
and the federal laws of the United States of America.
We express no opinion herein of the Federal Communications Act, as
amended, or the rules and regulations thereunder or the policies of the Federal
Communications Commission or the staff thereof pursuant to delegated authority.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement. In
giving consent to the use of our name under the heading "Legal Matters," we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
/s/ Friedlob Sanderson Paulson & Tourtillott, LLC