EX-5.6 8 a2083469zex-5_6.htm EX-5.6
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Exhibit 5.6

[Davis Wright Tremaine LLP Letterhead]

July 8, 2002

Regal Cinemas Corporation
7132 Regal Lane
Knoxville, Tennessee 37918

Hogan & Hartson L.L.P.
One Tabor Center, Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202

Re:    Exchange of Outstanding Debt Securities of Regal Cinemas Corporation

Ladies and Gentlemen:

We have acted as special counsel to General American Theatres, Inc., Broadway Cinema, Inc., J.R. Cinemas, Inc. and Eastgate Theatre, Inc. (each an "Oregon Guarantor" and collectively the "Oregon Guarantors"), each of which is an Oregon corporation and a wholly-owned direct or indirect subsidiary of Regal Cinemas Corporation, a Delaware corporation (the "Issuer"), in connection with an exchange offering (the "Exchange Offer") by the Issuer of its Series B 93/8% Senior Subordinated Notes due 2012 (the "Series B Notes") for its presently outstanding Series A 93/8% Senior Subordinated Notes due 2012 (the "Series A Notes" and, collectively with the Series B Notes, the "Notes"), and the guaranties of the Notes by each of the Oregon Guarantors and certain of the Issuer's other direct and indirect subsidiaries. When used herein, the capitalized terms "Guaranty" and "Guaranties" refer only to one or more guaranties of the Notes issued by one or more Oregon Guarantors. This opinion letter is provided to the Issuer and its counsel at the request of the Oregon Guarantors in support of the Issuer's filing of a registration statement on Form S-4 first filed with the United States Securities and Exchange Commission under File No. 333-87930 on May 9, 2002, as amended on June 19, 2002 (as so amended, the "Registration Statement"), and is intended to permit the Issuer to comply with the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and future amendments thereto; provided that in giving this consent we do not admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Capitalized terms not otherwise defined herein shall have the meanings given in the Registration Statement or, to the extent the context otherwise requires, in the exhibits thereto.

We have examined copies of the Registration Statement and the amendments thereto filed with the Securities and Exchange Commission via the EDGAR database prior to the date hereof; provided that we have not examined any exhibits comprised solely of the governing documents of any direct or indirect subsidiary of the Issuer other than Regal Cinemas, Inc., a Tennessee corporation, TEMT Alaska, Inc., an Alaska corporation, and each of the Oregon Guarantors.

For each of the Oregon Guarantors we have also examined the following documents:

1.
copies of their respective articles of incorporation, as amended or as otherwise currently in effect, each certified as of July 1, 2002 to be a true copy of the same by the Oregon Secretary of State (collectively, the "Articles");

2.
copies of their respective bylaws, as amended and restated or as otherwise certified by the applicable corporate secretary to be currently in effect (collectively, the "Bylaws" and together with the Articles, the "Governing Documents");

3.
a certificate of existence issued by the Oregon Secretary of State as of July 1, 2002;

4.
certain minutes of meetings of the applicable shareholders and board of directors (the "Minutes"), including without limitation:

(a)
unanimous consent resolutions of the applicable shareholder and board of directors, dated January 28, 2002, electing directors and appointing officers; and

(b)
unanimous consent resolutions of the respective boards of directors dated April 1, 2002 (the "Resolutions") pertaining to the above-mentioned issuance by each such Oregon Guarantor of the Guaranties and the obligations contemplated by the Indenture and the Purchase Agreement, including without limitation the Exchange Offer; and

5.
a certificate executed by the corporate secretary, dated as of July 8, 2002, certifying, among other things, the accuracy of the copy of the Oregon Guarantor's Governing Documents, the completeness of the Minutes, the valid adoption of the Resolutions by each Oregon Guarantor, and the incumbency of the officers and directors for each Oregon Guarantor.

We have been engaged for the limited purpose of rendering the opinions herein. Except as expressly set forth herein, we have not undertaken any independent investigation in support of the opinions expressed in this letter and we have relied solely upon our review of the foregoing documents in rendering the same. We have assumed the genuineness of all signatures, the authenticity of documents, certificates and records submitted to us as originals, the conformity to the originals of all documents, certificates and records submitted to us as certified or reproduction copies or telecopies, the legal capacity of all natural persons executing documents, certificates and records, and the completeness and accuracy as of the date of this opinion letter of the information contained in such documents, certificates and records.

The law covered by the opinions expressed herein is limited to the laws of the State of Oregon. We express no opinion with respect to federal law or regulation or to the laws, regulations or ordinances of any county, municipality or other local governmental agency.

Based upon and subject to the foregoing, we are of the opinion that:

        1.    Each Oregon Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Oregon.

        2.    The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate action on the part of each respective Oregon Guarantor, and the Indenture has been duly executed and delivered by the respective Oregon Guarantors.

        3.    The execution, delivery and performance of the Guaranty of each Oregon Guarantor to be endorsed on the Series B Notes, as described in the Registration Statement, have been duly authorized by all necessary corporate action on the part of each Oregon Guarantor.

This opinion letter is delivered as of its date and without any undertaking to advise the Issuer or its counsel of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect a legal analysis or conclusion or an information confirmation in this opinion letter.

The opinions expressed herein are for the Issuer's benefit in connection with the Registration Statement, and for the benefit of Hogan & Hartson L.L.P. in connection with the opinion letter it will furnish to the Issuer so that it may fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

Very truly yours,

Davis Wright Tremaine LLP

/s/ Davis Wright Tremaine LLP





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