EX-5.1

EX-5.1 62 d824494dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

[Jones Day Letterhead]

December 22, 2014

Outfront Media Capital LLC

Outfront Media Capital Corporation

c/o OUTFRONT Media Inc.

405 Lexington Avenue, 17^th Floor

New York, New York 10174

Re:

Registration Statement on Form S-4 Filed by Outfront Media Capital LLC and Outfront Media Capital Corporation Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as counsel for Outfront Media Capital LLC, a Delaware limited liability company, and Outfront Media Capital Corporation, a Delaware corporation (together, the “Companies”), the Parent Guarantor (as defined below) and the Subsidiary Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $550,000,000 aggregate principal amount of 5.250% Senior Notes due 2022 (the “2022 Exchange Notes”), up to $400,000,000 aggregate principal amount of 5.625% Senior Notes due 2024 (the “2024 Exchange Notes”) and up to $450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025 (the “2025 Exchange Notes” and, together with the 2022 Exchanges Notes and the 2024 Exchange Notes, the “Exchange Notes”) of the Companies for an equal principal amount of 5.250% Senior Notes due 2022 (the “2022 Outstanding Notes”), 5.625% Senior Notes due 2024 (the “2024 Outstanding Notes”) and 5.875% Senior Notes due 2025 of the Company (the “2025 Outstanding Notes” and, together with the 2022 Outstanding Notes and the 2024 Outstanding Notes, the “Outstanding Notes”), respectively, outstanding on the date hereof. The 2022 Outstanding Notes and the 2024 Outstanding Notes have been, and the 2022 Exchange Notes and the 2024 Exchanges Notes will be, issued pursuant to an Indenture, dated as of January 31, 2014, as supplemented by the First Supplemental Indenture, dated as of October 1, 2014, and the Second Supplemental Indenture, dated as of October 31, 2014 (as further amended, supplemented or otherwise modified, the “January Indenture”), by and among the Companies, OUTFRONT Media Inc., a Maryland corporation (the “Parent Guarantor”), as guarantor, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), Outdoor Inc., a Maryland corporation (collectively with the Parent Guarantor, the “Other Guarantors” and each an “Other Guarantor”), as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Other Guarantors and the Covered Guarantors are collectively referred to herein as the “Guarantors”. The 2022 Outstanding Notes and the 2024 Outstanding Notes are, and the 2022 Exchange Notes and the 2024 Exchange Notes will be, guaranteed (each, a “2022 Guarantee” and a “2024 Guarantee”,

Outfront Media Capital LLC

Outfront Media Capital Corporation

Page | 2

respectively) on a joint and several basis by the Guarantors. The 2025 Outstanding Notes have been, and the 2025 Exchange Notes will be, issued pursuant to an Indenture, dated as of October 1, 2014, as supplemented by the First Supplemental Indenture, dated as of October 31, 2014 (as further amended, supplemented or otherwise modified, the “October Indenture” and, together with the January Indenture, the “Indentures”), by and among the Companies, the Guarantors and the Trustee. The 2025 Outstanding Notes are, and the 2025 Exchange Notes will be, guaranteed (each, a “2025 Guarantee”) on a joint and several basis by the Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

The 2022 Exchange Notes, when they are executed by the Companies, authenticated by the Trustee in accordance with the January Indenture and issued and delivered in exchange for the 2022 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

The 2024 Exchange Notes, when they are executed by the Companies, authenticated by the Trustee in accordance with the January Indenture and issued and delivered in exchange for the 2024 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

The 2025 Exchange Notes, when they are executed by the Companies, authenticated by the Trustee in accordance with the October Indenture and issued and delivered in exchange for the 2025 Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

The 2022 Guarantee of the 2022 Exchange Notes (each, a “2022 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2022 Guarantee of the 2022 Outstanding Notes (each, a “2022 Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

The 2024 Guarantee of the 2024 Exchange Notes (each, a “2024 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2024 Guarantee of the 2024 Outstanding Notes (each, a “2024 Outstanding Guarantee”) of that Covered Guarantor in accordance with the

Outfront Media Capital LLC

Outfront Media Capital Corporation

Page | 3

terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

The 2025 Guarantee of the 2025 Exchange Notes (each, a “2025 Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the 2025 Guarantee of the 2025 Outstanding Notes (each, a “2025 Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

The 2022 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2022 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The 2024 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2024 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The 2025 Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the 2025 Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indentures and that the Indentures are valid, binding and enforceable obligations of the Trustee and (ii) the 2022 Outstanding Notes, 2024 Outstanding Notes and 2025 Outstanding Notes have been duly authenticated by the Trustee in accordance with the applicable Indenture.

For the purposes of our opinions set forth in paragraphs 7 through 9 above, we have further assumed that (a) each of the Other Guarantors is a corporation existing and in good standing under the laws of the State of Maryland; (b) the Indentures, the 2022 Exchange Guarantees, the 2024 Exchange Guarantees and the 2025 Exchange Guarantees (i) have been authorized by all necessary corporate action of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the State of Maryland; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indentures, the 2022 Exchange Guarantees, the 2024 Exchange Guarantees and the 2025 Exchange Guarantees by each of the Other Guarantors do not violate or conflict with the laws of the State of Maryland, the provisions of its articles of incorporation or bylaws, or any rule,

Outfront Media Capital LLC

Outfront Media Capital Corporation

Page | 4

regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the Guarantors. The opinions expressed herein are limited to (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Annex A


Name of Covered Guarantor		State of Incorporation or Organization

Century Prince Street, Inc.		New York

Fuel Outdoor LLC		New York

Fuel Outdoor Holdings LLC		Delaware

Fuel Outdoor San Francisco LLC		Delaware

Metro Fuel LLC		Delaware

Millennium Billboards L.L.C.		New York

Mizey Realty Co., Inc.		New York

Motion Pictures Promotions, LLC		New York

Outfront Media Boston LLC		New York

Outfront Media Bus Advertising LLC		New York

Outfront Media Chicago LLC		New York

Outfront Media City Lites LLC		New York

Outfront Media Electrical & Maintenance LLC		New York

Outfront Media Group LLC		Delaware

Outfront Media Kiosk Advertising LLC		New York

Outfront Media L.A. Inc.		Delaware

Outfront Media LLC		Delaware

Outfront Media Miami Holdings LLC		New York

Outfront Media Miami LLC		Delaware

Outfront Media Minnesota LLC		New York

Outfront Media Outernet Inc.		Delaware

Outfront Media San Francisco LLC		New York

Outfront Media Sign Erectors LLC		New York

Outfront Media Sports Inc.		Delaware

Outfront Media Transportation Advertising LLC		New York

Outfront Media VW Communications LLC		New York

Outfront Media Wall to Wall LLC		Delaware