Attached files
file | filename |
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S-1/A - S-1/A - Film Department Holdings, Inc. | p16633a7sv1za.htm |
EX-1.1 - EX-1.1 - Film Department Holdings, Inc. | p16633a7exv1w1.htm |
EX-23.1 - EX-23.1 - Film Department Holdings, Inc. | p16633a7exv23w1.htm |
EX-10.27 - EX-10.27 - Film Department Holdings, Inc. | p16633a7exv10w27.htm |
EX-10.28 - EX-10.28 - Film Department Holdings, Inc. | p16633a7exv10w28.htm |
Exhibit 5.1
April 22, 2010
The Film Department Holdings, Inc.
8439 West Sunset Boulevard, 2nd Floor
West Hollywood, California 90069
8439 West Sunset Boulevard, 2nd Floor
West Hollywood, California 90069
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special counsel to The Film Department
Holdings, Inc., a Delaware corporation (the
Company), in connection with the proposed issuance
and sale of up to 6,900,000 shares of the Companys
newly issued common stock, $0.001 par value per share (the
Shares). The Shares are included in a registration
statement on Form S-1 under the Securities Act of 1933, as amended (the
Act), filed with the Securities and Exchange
Commission (the Commission) on December 7, 2009
(Registration No. 333-163514) as amended, the Registration Statement). This
opinion is being furnished in connection with the requirements
of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any
matter pertaining to the contents of the Registration Statement
or related prospectus (the Prospectus), other than
as expressly stated herein with respect to the issue of the
Shares.
As such counsel, we have examined such matters of fact and
questions of law as we have considered appropriate for purposes
of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company and
others as to factual matters without having independently
verified such factual matters. We are opining herein as to the
General Corporation Law of the State of Delaware (the
DGCL), including reported judicial decisions, and we
express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the
date hereof, when the Shares shall have been duly registered on the books of the transfer agent and
registrar therefor in the name or on behalf of the purchasers and have been issued by the Company
against payment therefor (not less than par value) in the circumstances contemplated by the form of
underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue
and sale of the Shares will have been duly authorized by all necessary corporate action of the
Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the
foregoing opinion, we have assumed that the Company will comply with all applicable notice
requirements regarding uncertificated shares provided in the DGCL.
We consent to your filing this opinion as an exhibit to the Registration Statement and to the
reference to our firm in the Prospectus under the heading Legal Matters. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
We do not express an opinion on any matters other than those expressly set forth in this letter.
Very truly yours,
/s/ SQUIRE, SANDERS & DEMPSEY L.L.P.