Exhibit 5.1
[Letterhead]
July 16, 1999
RGC International Investors, LDC
c/o Rose Glen Capital Management, L.P.
3 Bala Plaza East, Suite 200
251 Sout Asaphs Road
Bala Cynwyd, PA 19004
Re: Global Media Corp.
Ladies and Gentlemen:
I have acted as counsel to Global Media Corp., a Nevada corporation
(the "Company"), in connection with the Securities Purchase Agreement dated as
of May 6, 1999, between you and the Company (the "Agreement") and the
transactions contemplated therein including the conversion of that certain
Convertible Debenture dated as of May 6, 1999 in the original principal amount
of $8,500,000 (the "Debenture") into shares of the Company's Series A
Convertible Preferred Stock (the "Series A Preferred Stock"). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
assigned to such terms in the Agreement.
In so acting, I have examined (i) the Agreement, (ii) the Debenture,
(iii) the Articles of Amendment to the Company's Articles of Incorporation as
filed with the Secretary of State of the State of Nevada (the "Secretary of
State") on July 8, 1999, (iv) the Certificate of Designations, Preferences, and
Rights of Series A Convertible Preferred Stock of the Company, as filed with the
Secretary of State on July 8, 1999 (the "Certificate of Designation"), and (v)
such other documents and instruments as I have deemed appropriate as a basis for
my opinions set forth below.
Based upon the foregoing and subject to the assumptions, limitations,
qualifications and exceptions stated herein, I am of the opinion that as of the
date hereof:
RGC International Investors, LDC
c/o Rose Glen Capital Management, L.P.
July 19, 1999
1. The Company is a duly organized corporation, validly existing
and in good standing under the laws of the State of Nevada, has all requisite
corporate power and authority to conduct its business as described in the
Company's Annual Report on Form 10-KSB for its fiscal year ended July 31, 1998,
as amended, and is duly qualified as a foreign corporation to do business in
each jurisdiction in which the nature of the business conducted by the Company
makes such qualification necessary and in which the failure to so qualify would
have Material Adverse Effect.
2. The Certificate of Designation has been accepted for filing
with the Secretary of State.
3. (i) The Company has the requisite corporate power and
authority to issue the Preferred Shares upon conversion of the Debentures and to
issue the Conversion Shares in accordance with the terms of the Certificate of
Designation (including upon exercise of the Investment Options), (ii) the
authorization and issuance of the Preferred Shares by the Company upon
conversion of the Debentures and the issuance of the Conversion Shares in
accordance with the terms of the Certificate of Designations (including upon
exercise of the Investment Options) have been duly authorized by the Company's
Board of Directors and no further consent or authorization of the Company, its
Board of Directors or its stockholders is required, and (iii) other than
necessary approvals that have been obtained, no authorization, approval or
consent of any court, governmental body, regulatory agency, self-regulatory
organization or stock exchange or market or, to my knowledge, any third party is
required to be obtained by the Company for the issuance and sale of the
Preferred Shares upon conversion of the Debentures or upon issuance of the
Conversion Shares upon conversion of the Preferred Shares (including upon
exercise of the Investment Options).
4. The authorized capital of the Company consists of (i)
200,000,000 shares of $0.01 par value common stock, and (ii) 100,000,000 shares
of $0.01 par value preferred stock, of which 8,500 shares have been designated
Series A Convertible Preferred Stock (the "Series A Preferred Stock"). The terms
and conditions of the Series A Preferred Stock are as set forth in the
Certificate of Designations. The Company has reserved 8,500 Preferred Shares for
issuance.
5. The issuance of the Preferred Shares upon conversion of the
Debenture does not violate any provision of the Company's Articles of
Incorporation, as amended to date, or Bylaws. To my knowledge, there are no
anti-dilution or price adjustment provisions contained in any security issued by
the Company (or in any agreement providing rights to securities holders) that
will be triggered by the issuance of the Preferred Shares or the Conversion
Shares. The Preferred Shares, upon issuance in accordance with the terms and
conditions of the Debenture, will be validly issued, fully paid and
non-assessable, and will be free from all taxes, liens and charges with respect
to the issue thereof.
6. A number of shares of Common Stock sufficient to meet the
Company's obligations to issue Common Stock upon full conversion of the
Preferred Shares (including upon
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RGC International Investors, LDC
c/o Rose Glen Capital Management, L.P.
July 19, 1999
exercise of the Investment Options) has been duly reserved. The Conversion
Shares are duly authorized and upon issuance in accordance with the terms and
conditions of the Certificate of Designations (including upon exercise of the
Investment Options) will be validly issued, fully paid and non-assessable, and
will be free from all taxes, liens and charges with respect to the issue
thereof.
7. The Company is not in violation of any term of the Articles of
Incorporation or Bylaws, each as amended to date. Neither the Articles of
Incorporation nor the Bylaws, each as amended to date, are in violation of the
Nevada General Corporation Law. The Certificate of Designations complies with
the Nevada General Corporation Law. The issuance of the Preferred Shares upon
conversion of the Debentures and the issuance of the Conversion Shares upon
conversion of the Preferred Shares in accordance with the terms and conditions
of the Certificate of Designations do not violate any provision of the Articles
of Incorporation or Bylaws, each as amended to date. To my knowledge, the
issuance of the Preferred Shares upon conversion of the Debentures and the
issuance of the Conversion Shares upon conversion of the Preferred Shares in
accordance with the terms and conditions of the Certificate of Designations has
not resulted and will not result in any violation of, or constitute a default
under (or an event which with the passage of time or the giving of notice or
both would constitute a default under), or result in the creation of any lien,
security interest or encumbrance on the assets or properties of the Company
pursuant to, any contract agreement, instrument, judgment or decree binding upon
the Company which, individually or in the aggregate, would have a Material
Adverse Effect.
8. All approvals necessary for you (or any other holder of the
Preferred Shares) to acquire the Preferred Shares and the Conversion shares
under the laws of the State of Nevada have been obtained, and no further
approvals are required under Sections 78.378 - 78.3793 of the Nevada General
Corporation Law in order for you (or any other holder of the Preferred Shares)
to engage in a "business combination" with the Company because of your or their
acquisition of the Preferred Shares, Warrants, Conversion Shares or Warrant
Shares.
The opinions expressed herein are limited to the matters expressly
stated herein and are rendered solely for your benefit and may not be quoted or
relied upon for any other purpose or by any other person, except that the
opinions expressed in paragraph 6 may be relied upon by Pacific Stock Transfer
Company, Inc., as Transfer Agent
My examination of the law relevant to the matters covered by this
opinion is limited to the laws of the State of Nevada and the federal law of the
United States, and I express no opinion as to the effect on the matters covered
by this opinion of the laws of any other jurisdiction. To the extent that the
governing law with respect to any matters covered by this opinion is the law of
a jurisdiction other than the State of Nevada or federal law, I have assumed
that the law of such other jurisdiction is identical to Nevada law. In
furnishing the opinion regarding the valid existence and good standing of the
Company, I have relied solely upon a good standing certificate issued by the
Secretary of State of Nevada on July 8, 1999.
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RGC International Investors, LDC
c/o Rose Glen Capital Management, L.P.
July 19, 1999
This opinion is given as of the date hereof and I have assumed no
obligation, to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to our attention or any changes in laws
which may hereafter occur.
Sincerely,
/s/ Dennis Brovarone
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Dennis Brovarone
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