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EX-1.1 - EX-1.1 - REGAL ENTERTAINMENT GROUPa16-15902_6ex1d1.htm
8-K - 8-K - REGAL ENTERTAINMENT GROUPa16-15902_68k.htm

Exhibit 5.1

 

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, CO 80202

T  +1 303 899 7300

F  +1 303 899 7333

www.hoganlovells.com

 

August 8, 2016

 

Board of Directors

Regal Entertainment Group

7132 Regal Lane

Knoxville, Tennessee 37918

 

Ladies and Gentlemen:

 

We are acting as counsel to Regal Entertainment Group, a Delaware corporation (the “Company”),  in connection with the resale registration of up to 13,000,000 shares of its Class A common stock, par value $0.001 per share (the “Secondary Shares”), which Secondary Shares may be sold by certain selling stockholders from time to time, as described in the prospectus supplement dated August 3, 2016 (the “Prospectus Supplement”) and the accompanying prospectus dated August 28, 2015 (together with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (Reg. No. 333-206656) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This opinion letter is furnished to you at your request to enable you to 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.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed.  In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies).  As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.  As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that the Secondary Shares are validly issued, fully paid and nonassessable.

 



 

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K, which Form 8-K will be incorporated by reference in the Prospectus constituting part of the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

 

Very truly yours,

 

 

 

 

 

/s/ Hogan Lovells US LLP

 

 

 

HOGAN LOVELLS US LLP