EX-5.1 2 g92660exv5w1.htm EX-5.1 OPINION OF KING & SPALDING LLP EX-5.1 OPINION OF KING & SPALDING LLP
 

EXHIBIT 5.1

[Letterhead of King & Spalding LLP]

January 10, 2005

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901

     Re: Carmike Cinemas, Inc. — Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel for Carmike Cinemas, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission. The Registration Statement relates to 1,405,000 shares (the “Shares”) of the Company’s common stock, par value $.03 per share, to be issued pursuant to, or issued upon the exercise of options granted pursuant to, the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (the “Plan”) (all such shares and options are referred to herein as the “Shares” and “Options,” respectively).

     As such counsel, we have examined and relied upon the Registration Statement, the Plan and such other records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and of public officials.

     For purposes of this opinion, we have assumed the following: (1) the Shares that may be issued pursuant to the Plan or upon the exercise of Options granted pursuant to the Plan will continue to be duly authorized on the dates of such issuance and (2) on the date on which any Option is exercised, such Option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

     The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the corporate laws of the State of Delaware (which includes the Delaware General Corporation Law, applicable provisions of the Delaware Constitution and reported judicial interpretations concerning those laws), and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

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

  a.   The Shares are duly authorized; and
 
  b.   When the Shares are issued pursuant to the Plan or upon exercise of the Options granted pursuant to the Plan against payment therefore, as the case may be, as provided in the Plan, such Shares will be validly issued, fully paid and nonassessable.

 


 

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

     We consent to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

/s/ King & Spalding LLP

King & Spalding LLP