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Exhibit 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom (Illinois)]
August 13, 2003
PEI Holdings, Inc. and each of
the entities listed on Schedule I hereto
680 North Lake Shore Drive
Chicago, Illinois 60611
Re: PEI Holdings, Inc.
11% Senior Secured Notes due 2010
Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to PEI Holdings, Inc., a Delaware
corporation (the "Company"), and the Guarantors (as defined below) in connection
with the public offering of up to $115,000,000 aggregate principal amount of the
Company's 11% Senior Secured Notes due 2010 (the "Exchange Notes") and
guarantees thereof (the "Guarantees") by each of the guarantors listed on
Schedule I hereto (the "Guarantors"). The Exchange Notes and the Guarantees are
to be issued under the Indenture, dated as of March 11, 2003 (the "Indenture"),
between the Company, the guarantors party thereto and Bank One, N.A., as Trustee
(the "Trustee"), as amended by the Supplemental Indenture, dated as of July 22,
2003, among the Company, Andrita Studios, Inc., a California corporation
("Andrita"), and the Trustee (the "Supplemental Indenture"), pursuant to an
exchange offer (the "Exchange Offer") in exchange for a like principal amount of
the Company's issued and outstanding 11% Senior Secured Notes due 2010, together
with guarantees thereof by the Guarantors (the "Original Notes"), as
contemplated by the Registration Rights Agreement, dated as of March 11, 2003
(the "Registration Rights Agreement"), by and among the Company, Playboy
Enterprises, Inc., a Delaware corporation, the subsidiary guarantors listed on
the signature pages thereof, Banc of America Securities LLC and Lazard Freres &
Co. LLC.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the following:
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PEI Holdings, Inc. and each of
the entities listed on Schedule I hereto
August 13, 2003
Page 2
(a) the Registration Statement on Form S-4 with respect to the
Exchange Notes and the Guarantees (File Nos. 333-105386, 333-105386-01
through -49 and 333-105386-51) as filed with the Securities and Exchange
Commission (the "Commission") on May 19, 2003, Amendment No. 1 thereto,
filed with the Commission on July 2, 2003, Amendment No. 2 thereto, filed
with the Commission on July 25, 2003, and Amendment No. 3 thereto, filed
with the Commission on the date hereof (such Registration Statement, as
so amended, being hereinafter referred to as the "Registration
Statement");
(b) an executed copy of the Registration Rights Agreement;
(c) an executed copy of the Indenture;
(d) an executed copy of the Supplemental Indenture;
(e) the bylaws and certificate of incorporation of the Company;
(f) the bylaws or by-laws, as applicable, and certificate of
incorporation or articles of incorporation, as applicable, of each of the
Guarantors that is a Delaware, Illinois, California or New York
corporation and the operating agreement and certificate of formation of
each of the Guarantors that is a Delaware limited liability company (the
Guarantors described in this clause (f) being referred to hereinafter,
collectively, as the "Covered Guarantors");
(g) certain resolutions adopted by the board of directors of
the Company and by the board of directors (or persons performing similar
functions) of each of the Covered Guarantors relating to the Exchange
Offer, the issuance of the Original Notes, the Exchange Notes and the
Guarantees, the Indenture and related matters;
(h) the Statement of Eligibility of Bank One, National
Association to act as trustee under the Indenture, filed with the
Commission on July 25, 2003 as Exhibit 25 to the Registration Statement;
and
(i) the form of the Exchange Notes.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and the Covered
Guarantors and such agreements, certificates of public officials, certificates
of officers or other representatives of the Company and the Covered Guarantors
and others, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
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PEI Holdings, Inc. and each of
the entities listed on Schedule I hereto
August 13, 2003
Page 3
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimile, electronic, certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be executed, we
have assumed that all parties thereto (excluding the Company and the Covered
Guarantors) had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and the execution and delivery by
such parties of such documents and (except to the extent we have opined on such
matters below with respect to the Exchange Notes and the Guarantees) that such
documents constitute valid and binding obligations of such parties. We have also
assumed that the Guarantors (other than the Covered Guarantors) are validly
existing and in good standing under the laws of their respective jurisdictions
of incorporation. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company, the Guarantors and others and of public officials.
Our opinions set forth herein are limited to (i) the General Corporation
Law of the State of Delaware (the "GCL"), (ii) the Limited Liability Company Act
of the State of Delaware, (iii) the Business Corporation Law of the State of
Illinois, (iv) the General Corporation Law of the State of California, (v) the
Business Corporation Law of the State of New York and (vi) the laws of the State
of New York that, in our experience, are normally applicable to transactions of
the type contemplated by the Exchange Offer and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental authorities
are relevant, to those required under such laws (all of the foregoing being
referred to as "Opined on Law"). We do not express any opinion with respect to
the laws of any jurisdiction other than the Opined on Law or as to the effect of
any such laws on the opinions herein stated. Howard Shapiro, Esq., Executive
Vice President, Law and Administration, General Counsel and Secretary of Playboy
Enterprises, Inc., a Delaware corporation, may rely on this opinion in rendering
his opinion dated the date hereof and to be filed as Exhibit 5.2 to the
Registration Statement.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
the Original Notes surrendered in exchange therefor in accordance with the terms
of the Exchange Offer:
(i) the Exchange Notes will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms; and
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PEI Holdings, Inc. and each of
the entities listed on Schedule I hereto
August 13, 2003
Page 4
(ii) each Guarantor's Guarantee will constitute the valid and
binding obligation of such Guarantor, enforceable against such Guarantor
in accordance with its terms,
except, in each case, to the extent that enforcement thereof may be limited by
(A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (B) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
In rendering the opinions set forth above, we have assumed that (1) the
execution and delivery (a) by the Company of the Exchange Notes, (b) by the
Company and the Guarantors other than Andrita of the Indenture and (c) by the
Company and Andrita of the Supplemental Indenture, and (2) the performance by
the Company and the Guarantors of their respective obligations thereunder, do
not and will not violate, conflict with or constitute a default under any
agreement or instrument to which the Company, the Guarantors or their respective
properties are subject, except for those agreements and instruments which have
been identified to us by Parent as being material to Parent and its subsidiaries
and which are listed under Item 21(a) in Part II of the Registration Statement
or listed as exhibits to Parent's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, pursuant to Item 15(c) thereof.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
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SCHEDULE I
Playboy Enterprises, Inc., a Delaware corporation
Spice Entertainment, Inc., a Delaware corporation
CPV Productions, Inc., a Delaware corporation
Cyberspice, Inc., a Delaware corporation
MH Pictures, Inc., a California corporation
Planet Spice, Inc., a Delaware corporation
Spice Direct, Inc., a Delaware corporation
Spice International, Inc., a Delaware corporation
Spice Networks, Inc., a New York corporation
Spice Productions, Inc., a Nevada corporation
Playboy Enterprises International, Inc., a Delaware corporation
Alta Loma Entertainment, Inc., a Delaware corporation
Itasca Holdings, Inc., an Illinois corporation
Planet Playboy, Inc., a Delaware corporation
Playboy Gaming Nevada, Inc., a Nevada corporation
Playboy Japan, Inc., a Delaware corporation
Playboy Gaming International, Ltd. , a Delaware corporation
Playboy Cruise Gaming, Inc., a Delaware corporation
Playboy Gaming UK, Ltd. , a Delaware corporation
Lifestyle Brands, Ltd. , a Delaware corporation
Lake Shore Press, Inc., a Delaware corporation
Playboy Clubs International, Inc., a Delaware corporation
Playboy Preferred, Inc., an Illinois corporation
Playboy of Sussex, Inc., a Delaware corporation
Playboy of Lyons, Inc., a Wisconsin corporation
Playboy Club of Hollywood, Inc., a Delaware corporation
Playboy Club of New York, Inc., a New York corporation
Special Editions, Ltd. , a Delaware corporation
Telecom International, Inc., a Florida corporation
Spice Platinum Entertainment, Inc., a Delaware corporation
Spice Hot Entertainment, Inc., a Delaware corporation
Playboy Models, Inc., an Illinois corporation
Playboy Properties, Inc., a Delaware corporation
Playboy Shows, Inc., a Delaware corporation
Steelton, Inc., a Delaware corporation
Playboy Entertainment Group, Inc., a Delaware corporation
Adultvision Communications, Inc., a Delaware corporation
After Dark Video, Inc., a Delaware corporation
Alta Loma Distribution, Inc., a Delaware corporation
AL Entertainment, Inc., a California corporation
Impulse Productions, Inc., a Delaware corporation
Indigo Entertainment, Inc., an Illinois corporation
Mystique Films, Inc., a California corporation
Precious Films, Inc., a California corporation
Women Productions, Inc., a California corporation
Playboy TV International, LLC, a Delaware limited liability company
Claridge Organization LLC, a Delaware limited liability company
Chelsea Court Holdings LLC, a Delaware limited liability company
Candlelight Management LLC, a Delaware limited liability company
Andrita Studios, Inc., a California corporation