EX-5.1 10 a2211244zex-5_1.htm EX-5.1

Exhibit 5.1

 

Sherman & Howard L.L.C.

ATTORNEYS & COUNSELORS AT LAW

633 SEVENTEENTH STREET, SUITE 3000

DENVER, COLORADO 80202

TELEPHONE: (303) 297-2900

FAX: (303) 298-0940

WWW.SHERMANHOWARD.COM

 

October 23, 2012

 

Starz, LLC

8900 Liberty Circle

Englewood, Colorado 80112

 

Re:                               Starz, LLC

                                                                                                Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We have acted as special counsel to Starz, LLC, a Delaware limited liability company, Starz Finance Corp., a Delaware corporation (together with Starz, LLC, the “Co-Issuers”) and Starz Entertainment, LLC, a Colorado limited liability company (the “Guarantor” and together with the Co-Issuers, the “Credit Parties”), in connection with the public offering of $500,000,000 aggregate principal amount of the Co-Issuers’ 5.00% Senior Notes due 2019 (the “Exchange Notes”).  The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal amount of the Co-Issuers’ issued and outstanding 5.00% Senior Notes due 2019 (the “Original Notes”).  The Exchange Notes will be issued under the Company’s Indenture, dated September 13, 2012 (the “Indenture”) between the Credit Parties and U.S. Bank National Association, as trustee (the “Trustee”), as contemplated by the Registration Rights Agreement, dated September 13, 2012 (the “Registration Rights Agreement”), between the Credit Parties and SunTrust Robinson Humphrey, Inc., as representative of the several initial purchasers.  This opinion letter 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 “Securities Act”).

 

In connection with this opinion letter, we have examined (1) the Registration Statement on Form S-4 with respect to the Exchange Notes to be filed with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act (the “Registration Statement”); (2) the Registration Rights Agreement; (3) the Indenture; (4) the Form T-1 of the Trustee to be filed as an exhibit to the Registration Statement; (5) the form of the Exchange Notes and related Novation of Guarantee; (6) the organizational documents of the Credit Parties; and (7) certain resolutions adopted by the board of directors or other governing bodies of the Credit Parties relating to the Exchange Offer, and the issuance of the Original Notes and the Exchange Notes and related Novation of Guarantee, the Indenture and related matters.  We have also examined such records of the Credit Parties and such agreements, certificates of public officials, certificates of officers or other representatives of the Credit Parties and others, and such other documents, certificates and records as we have deemed necessary to enable us to state the opinions expressed below.

 


 

In our examination, we have assumed the legal capacity and competency 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 certified, conformed or photostatic copies and the authenticity of the originals of such documents.  In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Credit Parties, 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 execution and delivery by such parties of such documents, and the validity and binding effect on such parties.  We have also assumed, without investigation, that the Exchange Notes and related Novation of Guarantee will be issued in exchange for a like principal amount of the Original Notes and related Novation of Guarantee as described in the Registration Statement and that the Exchange Notes and related Novation of Guarantee will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added.  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 Credit Parties.

 

Our opinions are limited to matters governed by the laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Colorado Limited Liability Company Act and the federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Exchange Offer.  We express no opinion as to the application of the laws of any other jurisdiction or the securities or blue sky laws of the various states to the Exchange Offer.

 

Based upon the foregoing and subject to our stated assumptions, qualifications and limitations, in our opinion, when the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and 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, the Exchange Notes will constitute valid and binding obligations of the Co-Issuers and the related Novation of Guarantee of the Exchange Notes by the Guarantor will constitute valid and binding obligations of the Guarantor, enforceable against the Co-Issuers and the Guarantor, respectively, in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and (2) equitable, constitutional and public policy limitations, whether considered in a proceeding at equity or at law.

 

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We hereby consent to the filing of this opinion letter 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 admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission.

 

 

 

Very truly yours,

 

 

 

/s/ Sherman & Howard L.L.C.

 

SHERMAN & HOWARD L.L.C.

 

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