[ARNOLD & PORTER LETTERHEAD]
March 24, 2003
Sun Media Corporation
333 King Street East
Toronto, Ontario M5A 3X5
Canada
Re: U.S.$205,000,000 7-5/8% Senior Notes due 2013
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Ladies and Gentlemen:
We have acted as U.S. counsel to Sun Media Corporation, a corporation
continued under the laws of British Columbia (the "Company"), the Company's
Canadian subsidiaries named on SCHEDULE I attached hereto (collectively, the
"Canadian Guarantors") and Toronto Sun International, Inc., TS Printing, Inc.
and Florida Sun Publications, Inc. (collectively, the "U.S. Guarantors," and
together with the Canadian Guarantors, the "Guarantors") in connection with the
Company's new 7-5/8% Senior Notes due 2013 and the accompanying guarantees by
the Guarantors (collectively, the "Exchange Notes") in aggregate principal
amount of up to U.S.$205,000,000. The Company and the Guarantors have filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), a Registration Statement on Form F-4 (the
"Registration Statement") relating to the Company's offer to exchange the
Exchange Notes for all of its outstanding 7-5/8% Senior Notes due 2013 and the
accompanying guarantees by the Guarantors (collectively, the "Outstanding Notes"
and, together with the Exchange Notes, the "Notes") as set forth in the
prospectus forming a part of the Registration Statement (the "Prospectus"). The
Exchange Notes will be issued, and the Outstanding Notes were issued, pursuant
to an indenture (the "Indenture") dated as of February 7, 2003 by and among the
Company, the Guarantors and National City Bank, as trustee (the "Trustee").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Prospectus.
We have reviewed the Registration Statement and the Indenture, including
the form of the Notes attached thereto, filed as Exhibit 4.2 to the Registration
Statement, such corporate records of the U.S. Guarantors, such certificates of
officers of the U.S. Guarantors, public officials and others and original,
copies or facsimiles of such other agreements, instruments, certificates and
documents as we have deemed necessary or appropriate as a basis for our opinion
hereinafter set forth. We have also made such legal and factual examinations and
inquiries as we have deemed necessary or appropriate for
Sun Media Corporation
March 24, 2003
Page 2
purposes of this opinion. We have assumed that the issuance and exchange of the
Exchange Notes for the Outstanding Notes have been duly authorized by the
requisite corporate action on the part of the Company and the Canadian
Guarantors and the Indenture has been duly authorized, executed and delivered by
the Company and the Canadian Guarantors. Furthermore, we have assumed the
authority of the Trustee to enter into the Indenture and to authenticate the
Exchange Notes, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to authentic
originals of all documents submitted to us as copies.
We express this opinion as members of the bar of the State of New York, and
we do not express any opinion herein as to matters governed by any laws other
than the laws of the State of New York and the General Corporation Law of the
State of Delaware. We understand that Ogilvy Renault, Canadian counsel for the
Company, has delivered an opinion with respect to the due authorization,
execution and delivery of the Indentures and the Exchange Notes by the Company
and the Canadian Guarantors, which is filed as Exhibit 5.2 to the Registration
Statement.
Based upon and subject to the foregoing, we are of the opinion that (i) the
Indenture has been duly authorized, executed and delivered by the U.S.
Guarantors, and that the Exchange Notes have been duly authorized by the U.S.
Guarantors and when issued, executed and delivered by the U.S. Guarantors and
authenticated by the Trustee pursuant to the terms and conditions of the
Indenture, the Exchange Notes will be validly issued, executed and delivered by
the U.S. Guarantors, and (ii) when the Registration Statement has become
effective under the Act and the Exchange Notes have been duly executed and
authenticated in accordance with the Indenture and exchanged for the Outstanding
Notes as contemplated in the Registration Statement, the Exchange Notes will
constitute valid and legally binding obligations of the Company and the
Guarantors, enforceable against the Company and the Guarantors in accordance
with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, receivership and similar laws relating to or affecting
creditors' rights generally and to equitable principles (regardless of whether
enforcement is sought in a proceeding in equity or at law).
This opinion speaks only as of its date and is limited to present statutes,
regulations, judicial interpretations, orders, directives and decrees applicable
to the facts as they presently exist. In rendering this opinion, we assume no
obligation to revise or supplement this opinion should the present laws be
changed by legislative or regulatory action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the headings
"Legal Matters" and "Tax
Sun Media Corporation
March 24, 2003
Page 2
Considerations - U.S. Federal Income Tax Considerations" in the Registration
Statement. In giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Arnold & Porter
SCHEDULE I
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Bowes Publishers Limited
Sun Media (Toronto) Corporation
SMC Nomineeco Inc.
3661458 Canada Inc.
3351611 Canada Inc.