Attached files
file | filename |
---|---|
8-K - FORM 8-K - LODGENET INTERACTIVE CORP | c57031e8vk.htm |
EX-1.1 - EX-1.1 - LODGENET INTERACTIVE CORP | c57031exv1w1.htm |
Exhibit 5.1
LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION
SUITE 2300
150 SOUTH FIFTH STREET
MINNEAPOLIS MN 55402
SUITE 2300
150 SOUTH FIFTH STREET
MINNEAPOLIS MN 55402
(612) 335-1500
March 17, 2010 | Stephen M. Quinlivan (612) 335-7076 steve.quinlivan@leonard.com |
LodgeNet Interactive Corporation
3900 West Innovation Street
Sioux Falls, SD 57107-7002
3900 West Innovation Street
Sioux Falls, SD 57107-7002
Gentlemen:
We have acted as attorneys for LodgeNet Interactive Corporation (the Company) in connection with
the preparation of a registration statement on Form S-3 (Registration No. 333-164339) (as amended
from time-to-time, the Registration Statement) including the prospectus constituting a part
thereof, dated February 11, 2010, as supplemented by the final prospectus supplement dated March
17, 2010 (collectively, the Prospectus), filed with the Securities and Exchange Commission (the
Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), relating
to the issuance and sale of (i) 2,160,000 shares of the Companys Common Stock, par value $0.01 per
share (the Common Stock), and (ii) up to 324,000 additional shares of Common Stock pursuant to
the over-allotment option granted by the Company to the underwriters for such public offering in
the manner set forth in the Prospectus (the shares of Common Stock described in clauses (i) and
(ii) are collectively referred to as the Shares).
In arriving at the opinion expressed below, we have examined (i) the Registration Statement, (ii)
the Prospectus, (iii) the Companys Certificate of Incorporation, as amended, and By-Laws, as
amended, (iii) resolutions of the Companys Board of Directors and the Pricing Committee of the
Companys Board of Directors relating to the authorization of the issuance of the Shares subject to
the Registration Statement; and (iv) such other instruments and certificates of public officials
and other persons as we have deemed appropriate. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the genuineness of all signatures on
documents reviewed by us.
Based upon the foregoing, and upon such further examination as we have deemed relevant and
necessary, we are of the opinion that the Shares covered by the Registration Statement, when issued
and paid for in the manner contemplated by the Registration Statement and the Prospectus, will be
duly and validly issued, fully-paid and nonassessable.
We express no opinion as to the applicability of, compliance with or effect of, the law of any
jurisdiction other than United States federal law, the General Corporation Law of the State of
Delaware (the
DGCL), and applicable provisions of the Delaware Constitution, in each case as currently in
effect, and reported judicial decisions interpreting the DGCL and such provisions of the Delaware
Constitution.
We hereby consent to the deemed incorporation by reference of this opinion into the Registration
Statement and to the references to our firm therein. In giving our consent, we do not admit that we
are experts within the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, LEONARD, STREET AND DEINARD Professional Association |
||||
By | /s/ Stephen M. Quinlivan | |||
Stephen M. Quinlivan |