EX-5.1 6 a2134173zex-5_1.htm EXHIBIT 5.1
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Exhibit 5.1


[Letterhead of Simpson Thacher & Bartlett LLP]

May 27, 2004                                        

PRIMEDIA Inc.
745 Fifth Avenue
23rd Floor
New York, New York 10151

Ladies and Gentlemen:

        We have acted as counsel to PRIMEDIA Inc., a Delaware corporation (the "Company"), and to certain subsidiaries of the Company named in Schedule I hereto (the "Guarantors") in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company and the Guarantors with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance by the Company of $300,000,000 aggregate principal amount of 8% Senior Notes due 2013, Series B (the "Exchange Securities") and the issuance by the Guarantors of guarantees (the "Guarantees") with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of May 15, 2003 (the "Indenture"), among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Exchange Securities will be offered by the Company in exchange for $300,000,000 aggregate principal amount of its outstanding 8% Senior Notes due 2013, Series A (the "Securities").

        We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

        In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

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

        1.     When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

        2.     When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the applicable Guarantees have been duly issued by each of the subsidiaries of the Company, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

        Our opinions set forth above are subject to (1) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (2) general equitable principles (whether considered in a proceeding in equity or at law) and (3) an implied covenant of good faith and fair dealing.



        Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (1) the law of the State of California, (2) the law of the State of Connecticut, and (3) the law of the Commonwealth of Pennsylvania, we have relied upon (x) the opinion of Gelfand Stein & Wasson LLP, (y) the opinion of Day, Berry & Howard LLP, and (z) the opinion of Wolf, Block, Schorr and Solis-Cohen LLP, respectively, each dated the date hereof.

        We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law, the Delaware Limited Liability Company Law and the Delaware Revised Uniform Limited Partnership Act (in each case including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and, to the extent set forth herein, the law of the States of California and Connecticut and the Commonwealth of Pennsylvania.

        We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Experts" in the Prospectus included in the Registration Statement.

    Very truly yours,
    /s/ Simpson Thacher & Bartlett LLP
    SIMPSON THACHER & BARTLETT LLP

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SCHEDULE I: GUARANTORS

Legal Name

  Jurisdiction of Organization

About, Inc.   Delaware
Canoe & Kayak, Inc.   Delaware
Channel One Communications Corp.   Delaware
Cover Concepts Marketing Services, LLC   Delaware
CSK Publishing Company Inc.   Delaware
Films for the Humanities & Sciences, Inc.   Delaware
Go Lo Entertainment, Inc.   Delaware
Haas Publishing Companies, Inc.   Delaware
Hacienda Productions, Inc.   Delaware
HPC Brazil, Inc.   Delaware
IntelliChoice, Inc.   California
Kagan Media Appraisals, Inc.   California
Kagan Seminars, Inc.   California
Kagan World Media, Inc.   Delaware
McMullen Argus Publishing, Inc.   California
Media Central IP Corp.   Delaware
Motor Trend Auto Shows Inc.   Delaware
Paul Kagan Associates, Inc.   Delaware
PRIMEDIA Business Magazines & Media Inc.   Delaware
PRIMEDIA Companies Inc.   Delaware
PRIMEDIA Enthusiast Publications, Inc.   Pennsylvania
PRIMEDIA Finance Shared Services, Inc.   Delaware
PRIMEDIA Holdings III Inc.   Delaware
PRIMEDIA Information Inc.   Delaware
PRIMEDIA Leisure Group Inc.   Delaware
PRIMEDIA Magazines Inc.   Delaware
PRIMEDIA Magazine Finance Inc.   Delaware
PRIMEDIA Special Interest Publications Inc.   Delaware
PRIMEDIA Specialty Group Inc.   Delaware
PRIMEDIA Workplace Learning LLC   Delaware
PRIMEDIA Workplace Learning LP   Delaware
Simba Information Inc.   Connecticut
The Virtual Flyshop, Inc.   Delaware

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[Letterhead of Simpson Thacher & Bartlett LLP]
SCHEDULE I: GUARANTORS