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Exhibit 5.1
BROWNSTEIN HYATT & FARBER, P.C.
410 Seventeenth Street, 22nd Floor
Denver, Colorado 80202
August 1, 2000
Stan Lee Media, Inc.
15821 Ventura Blvd.
Suite 675
Encino, CA 91436
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") filed today with the Securities and Exchange
Commission by Stan Lee Media, Inc., a Colorado corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 2,835,791 shares (the "Shares") of the Company's Common Stock,
no par value.
In connection with this opinion, we have examined such documents,
certificates, instruments and other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In our examination,
we have assumed, based on your representations to us, the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. Additionally, we have examined
such questions of law and fact as we have considered necessary or appropriate
for purposes of this opinion.
Based upon the foregoing, it is our opinion that (i) all of the Shares
that have been issued as of the date hereof have been duly authorized, are
validly issued, fully paid and nonassessable and (ii) all of the Shares to be
issued upon the exercise of warrants have been duly authorized and, when issued
and paid for in accordance with the terms of such warrants, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BROWNSTEIN HYATT & FARBER, P.C.
