Montreal, March 24, 2003
Sun Media Corporation
333 King Street East
Toronto, Ontario
M5A 3X5
Ladies and Gentlemen:
RE: US$205,000,000 7-5/8% SENIOR NOTES DUE 2013
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We have acted as Canadian counsel to Sun Media Corporation, a company continued
under the laws of the Province of British Columbia (the "COMPANY"), the
Company's U.S. subsidiaries named on Schedule I attached hereto (collectively,
the "U.S. GUARANTORS") and Bowes Publishers Limited, Sun Media (Toronto)
Corporation, SMC Nomineeco Inc., 3351611 Canada Inc. and 3661458 Canada Inc.
(collectively, the "CANADIAN GUARANTORS", and together with the U.S. 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 US$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
February 7, 2003 among the Company, National City Bank, as trustee, and the
Guarantors. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Prospectus.
We have examined the Registration Statement, the Indenture, the Notes, such
corporate records of the Company and the Canadian Guarantors, such certificates
of officers of the Company and the Canadian Guarantors, public officials and
others and original, copies or facsimiles of such other agreements, instruments,
certificates and documents as we have deemed necessary or advisable as a basis
for the opinion expressed below. We have assumed 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 have assumed the accuracy and completeness of the corporate records
of the Company and the Canadian Guarantors and the certificates of officers of
the Company and the Canadian Guarantors, public officials and others, examined
by us.
Page 2
We are solicitors qualified to practice law only in the Provinces of British
Columbia and Ontario. We express no opinion herein as to any laws, or any
matters governed by any laws, other than laws of the Provinces of British
Columbia and Ontario and the federal laws of Canada applicable therein, all as
of the date hereof. Our opinion below with respect to execution and delivery is
limited to the extent that execution and delivery are matters governed by the
laws of the Provinces of British Columbia and Ontario and the federal laws of
Canada applicable therein.
Based upon and subject to the foregoing, we are of the opinion that the
Indenture has been duly authorized, executed and delivered by the Company and
the Canadian Guarantors, and that the Exchange Notes have been duly authorized
by the Company and the Canadian Guarantors and, when issued, executed and
delivered by the Company and the Canadian 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 Company and the
Canadian Guarantors.
We have prepared the discussion included in the Prospectus, which forms part of
the Registration Statement, under the caption "Tax Considerations - Canadian
Federal Income Tax Considerations for Non-Residents of Canada". The discussion
under that caption is our opinion of the main federal income tax consequences
applicable to Non-Resident Holders, as defined therein, subject to the
conditions, limitations and assumptions described therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the headings
"Legal Matters", "Description of the Notes - Enforceability of Judgments" and
"Tax Considerations - Canadian Federal Income Tax Considerations for
Non-Residents of Canada" 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.
Yours truly,
/s/ Ogilvy Renault
SCHEDULE I
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Toronto Sun International, Inc.
TS Printing, Inc.
Florida Sun Publications, Inc.