FriendFinder Networks Inc.

December 16, 2011

Page 3

New York, Delaware and Texas Subsidiaries); (d) the entity power of each party to the Opinion Documents (other than each of the New York, Delaware and Texas Subsidiaries) to execute, deliver and perform the Opinion Documents and to do each other act done or to be done by such party; (e) the authorization, execution and delivery by each party (other than each of the New York, Delaware and Texas Subsidiaries) of each document executed and delivered in connection with the Opinion Documents by such party; (f) that each of the Opinion Documents are a legal, valid and binding obligation of each party, other than the Company, the Co-Issuer and the Subsidiary Guarantors, enforceable against each such party in accordance with its terms; (g) the execution, delivery and performance by each of the parties to the Opinion Documents does not: (i) except with respect to Applicable Law, violate any law, rule or regulation applicable to it, or (ii) except with respect to any documents or agreements filed as an exhibit to the Registration Statement (or any report incorporated by reference into the Registration Statement, result in any conflict with, or breach any agreement or document binding upon it; (h) except with respect to Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any of the Company, the Co-Issuer or the Subsidiary Guarantors of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect and (i) as to matters of fact, the truthfulness of the factual statements made in the Opinion Documents and the Registration Statement and in the certificates of public officials and officers of the Company, the Co-Issuer and the Subsidiary Guarantors.

When used in this opinion letter, the term "Applicable Law" means the New York, Texas, and federal laws, rules and regulations that a New York and Texas counsel exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Co-Issuer, the Subsidiary Guarantors or the Opinion Documents; provided, however, that Applicable Law does not include any law, rule or regulation that is applicable to the Company, the Co-Issuer, the Subsidiary Guarantors or the Opinion Documents solely because such law, rules or regulation is part of a regulatory regime applicable to any party to any Opinion Documents or any of its affiliates due to the specific assets or business of such party or affiliate. Further, "Applicable Law" with respect to the Subsidiary Guarantors organized in the State of Delaware also includes the General Corporation Law of the State of Delaware.

Based upon and subject to the foregoing, and subject to the qualifications set forth below, it is our opinion that:

1.

Each of the New York, Delaware and Texas Subsidiaries is a corporation or limited liability company, as applicable, validly existing and in good standing under their laws of the jurisdiction of their organization;

2.

Each of the New York, Delaware and Texas Subsidiaries had the entity power to execute and deliver the Opinion Documents to which it is a party and has the entity power to perform its respective obligations thereunder;