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EXHIBIT 5.1
[Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol]
April 16, 1999
Golden Sky DBS, Inc.
4700 Belleview Avenue, Suite 300
Kansas City, Missouri 64112
Golden Sky DBS, Inc.
Registration Statement on Form S-4
(Registration No. 333- )
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Ladies and Gentlemen:
We have acted as counsel to Golden Sky DBS, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-4 (the "Registration Statement"), filed under the Securities
Act of 1933, as amended (the "Act"), relating to the proposed offer by the
Company to exchange up to $193,100,000 aggregate principal amount at maturity of
its 13 1/2% Senior Discount Notes due 2007, Series B (the "New Notes"), for a
like principal amount at maturity of its outstanding 13 1/2% Senior Discount
Notes due 2007, Series A (the "Old Notes").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including the Certificate of
Incorporation and By-laws of the Company.
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Based upon the foregoing, we are of opinion that:
1. The Company has been duly organized and is validly existing
under the laws of the State of Delaware.
2. The New Notes have been duly and validly authorized by the
Company and, when issued under the Indenture in substantially the form
filed as Exhibit 4.1 to the Registration Statement in exchange for the
Old Notes, upon the terms and subject to the conditions contained in
the Prospectus comprising part of the Registration Statement and in the
Letter of Transmittal substantially in the form filed as Exhibit 99.1
to the Registration Statement, will be valid and binding obligations of
the Company.
We are members of the bar of the State of New York and do not
express any opinion as to the law of any jurisdiction other than the laws of the
State of New York, the federal laws of the United States and the Delaware
General Corporation Law. Our opinions are rendered only with respect to the
laws, and the rules, regulations and orders thereunder, which are currently in
effect.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus comprising a part of the Registration
Statement. By giving the foregoing consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Reboul, MacMurray, Hewitt, Maynard & Kristol