<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1996
Registration No. 333-
----------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
TCI Satellite Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1299995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8085 South Chester, Suite 300
Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
TCI Satellite Entertainment, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Gary S. Howard
TCI Satellite Entertainment, Inc.
8085 South Chester, Suite 300
Englewood, Colorado 80112
(Name and address of agent for service)
(303) 712-4600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of each class of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered (1) per share (2) price (2) fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock, par value $1.00
per share(3).......................... 500,000 shares $10.8125 $5,406,250 $1,639
=======================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Act"), this registration statement shall be deemed to cover additional
securities that may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) of the Act on the basis of the
average of the high and low sales prices reported on the Nasdaq National
Market on December 11, 1996.
(3) In addition, pursuant to Rule 416(c) under the Act, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Part I of this Form and the statement of availability of
registrant information and other information required by Item 2 of Part I of
this Form will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428(a) under the Securities Act and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)(2) under the
Securities Act. Upon request, the Registrant shall furnish to the Commission or
its staff a copy or copies of all the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
TCI Satellite Entertainment, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File No. 000-21317):
(i) The Company's registration statement on Form 10, as amended by Form
10/A (Amendments No. 1, 2 and 3).
(ii) The Company's quarterly report on Form 10-Q for the quarter ended
September 30, 1996.
All documents filed by the Company and the TCI Satellite Entertainment,
Inc. Employee Stock Purchase Plan (the "Plan") with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Certain legal matters with respect to the Series A Common Stock are being
passed upon for the Company by Baker & Botts, L.L.P., 599 Lexington Avenue, New
York, New York 10022. Certain attorneys with Baker & Botts, L.L.P. hold or
have the right to receive options to purchase the Company's Series A Common
Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a
II-1
<PAGE>
party to any threatened, pending or completed action, suit or proceeding (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation
against all expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. A corporation may
similarly indemnify such person for expenses actually and reasonably incurred by
such person in connection with the defense or settlement of any action or suit
by or in the right of the corporation, provided such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, in the case of claims, issues and
matters as to which such person shall have been adjudged liable to the
corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
Article V, Section E of the Company's Restated Certificate of
Incorporation provides as follows:
"1. Limitation On Liability.
-----------------------
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty
as a director. Any repeal or modification of this paragraph 1 shall
be prospective only and shall not adversely affect any limitation,
right or protection of a director of the Corporation existing at
the time of such repeal or modification.
2. Indemnification.
---------------
(a) Right to Indemnification. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as
it presently exists or may hereafter be amended, any person who was
or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding") by
reason of the fact that he, or a person for whom he is the legal
representative, is or was a director or officer
II-2
<PAGE>
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise
or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such person.
Such right of indemnification shall inure whether or not the claim
asserted is based on matters which antedate the adoption of this
Section E. The Corporation shall be required to indemnify or make
advances to a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation.
(b) Prepayment of Expenses. The Corporation shall pay the expenses
(including attorneys' fees) incurred by a director or officer in
defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled
to be indemnified under this paragraph or otherwise.
(c) Claims. If a claim for indemnification or payment of expenses
under this paragraph is not paid in full within 60 days after a
written claim therefor has been received by the Corporation, the
claimant may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be
paid the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of
expenses under applicable law.
(d) Non-Exclusivity of Rights. The rights conferred on any person
by this paragraph shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute,
provision of this Certificate, the Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.
(e) Other Indemnification. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity
shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.
3. Amendment or Repeal.
-------------------
Any amendment, modification or repeal of the foregoing provisions
of this Section E shall not adversely affect any right or
protection hereunder of any person in respect of any act or
omission occurring prior to the time of such amendment,
modification or repeal."
II-3
<PAGE>
Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the fullest extent provided by the laws of the State of
Delaware and the Company's Restated Certificate of Incorporation, as then or
thereafter in effect.
Certain officers of the Company, who were officers and directors of Tele-
Communications, Inc. ("TCI") and/or TCI Communications, Inc. ("TCIC") prior to
the distribution of the Company's Series A Common Stock and Series B Common
Stock to holders of Tele-Communications, Inc. Series A TCI Group Common Stock
and Tele-Communications, Inc. Series B TCI Group Common Stock, respectively,
have received undertakings of indemnification from TCI and/or TCIC.
The Company also intends to enter into indemnification agreements with
each of its directors (each director, an "indemnitee"). The indemnification
agreements are expected to provide (i) for the prompt indemnification to the
fullest extent permitted by law against any and all expenses, including
attorneys' fees and all other costs, expenses and obligations paid or incurred
in connection with investigating, defending, being a witness or participating in
(including on appeal), or in preparing for ("Expenses"), any threatened, pending
or completed action, suit or proceeding, or any inquiry or investigation
("Claim"), related to the fact that such indemnitee is or was a director,
officer, employee, agent or fiduciary of the Company or is or was serving at the
Company's request as a director, officer, employee, trustee, agent or fiduciary
of another corporation, partnership, joint venture, employee benefit plan, trust
or other enterprise, or by reason of anything done or not done by a director or
officer in any such capacity, and against any and all judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection therewith) of any Claim, unless
the Reviewing Party (one or more members of the Board of Directors or other
person appointed by the Board of Directors, who is not a party to the particular
claim, or independent legal counsel) determines that such indemnification is not
permitted under applicable law and (ii) for the prompt advancement of Expenses,
and for reimbursement to the Company if the Reviewing Party determines that such
indemnitee is not entitled to such indemnification under applicable law. In
addition, the indemnification agreements are expected to provide (i) a mechanism
through which an indemnitee may seek court relief in the event the Reviewing
Party determines that the indemnitee would not be permitted to be indemnified
under applicable law (and therefore is not entitled to indemnification or
expense advancement under the indemnification agreement) and (ii) indemni-
fication against all expenses (including attorneys' fees), and advancement
thereof if requested, incurred by the indemnitee in seeking to collect an
indemnity claim or advancement of expenses from the Company or incurred in
seeking to recover under a directors' and officers' liability insurance policy,
regardless of whether successful or not. Furthermore, the indemnification
agreements are expected to provide that after there has been a "change in
control" in the Company (as defined in the indemnification agreements), other
than a change in control approved by a majority of directors who were directors
prior to such change, then, with respect to all determinations regarding a right
to indemnity and the right to advancement of Expenses, the Company will seek
legal advice only from independent legal counsel selected by the indemnitee and
approved by the Company.
The indemnification agreements are expected to impose upon the Company the
burden of proving that an indemnitee is not entitled to indemnification in any
particular case and negate certain presumptions that may otherwise be drawn
against an indemnitee seeking indemnification in
II-4
<PAGE>
connection with the termination of actions in certain circumstances.
Indemnitees' rights under the indemnification agreements would not be exclusive
of any other rights they may have under Delaware law, the Company's Bylaws or
otherwise. Although the indemnification agreements would not require the
maintenance of directors' and officers' liability insurance, the indemnification
agreements are expected to require that an indemnitee be provided with the
maximum coverage available for any director or officer of the Company if there
is such a policy.
The Company may purchase liability insurance policies covering its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.
4.1 Restated Certificate of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 of the Company's Registration Statement on Form
10, as amended by Form 10/A (Amendments No. 1, 2 and 3) (Commission File
No. 000-21317)).
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 of
the Company's Registration Statement on Form 10, as amended by Form 10/A
(Amendments No. 1, 2 and 3) (Commission File No. 000-21317)).
4.3 Specimen Stock Certificate for Series A Common Stock, par value $1.00 per
share, of the Company (incorporated herein by reference to Exhibit 4.1 of
the Company's Registration Statement on Form 10, as amended by Form 10/A
(Amendments No. 1, 2 and 3) (Commission File No. 000-21317)).
4.4 Form of TCI Satellite Entertainment, Inc. Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.5 of the Company's
Registration Statement on Form 10, as amended by Form 10/A (Amendments No.
1, 2 and 3) (Commission File No. 000-21317)).
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Price Waterhouse LLP.
24 Power of Attorney (included herein on page II-9).
II-5
<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of
II-6
<PAGE>
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwood Village, State of Colorado, on December 18,
1996.
TCI SATELLITE ENTERTAINMENT, INC.
By: /s/ Gary S. Howard
-------------------------------
Name: Gary S. Howard
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on December 18, 1996.
TCI SATELLITE ENTERTAINMENT, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ William D. Myers
--------------------------
Name: William D. Myers
Title: Plan Administrator
II-8
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary S. Howard, Kenneth G. Carroll and Elizabeth
M. Markowski, Esq., and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and re-substitution for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or their substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
(which persons constitute a majority of the Board of Directors) in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Gary S. Howard President and Chief Executive Officer December 18, 1996
- ------------------ (Principal Executive Officer); Director
(Gary S. Howard)
/s/ John C. Malone Director December 18, 1996
- ------------------
(John C. Malone)
/s/ David P. Beddow Director December 5, 1996
- -------------------
(David P. Beddow)
/s/ William E. Johnson Director December 10, 1996
- ----------------------
(William E. Johnson)
/s/ John W. Goddard Director December 10, 1996
- -------------------
(John W. Goddard)
/s/ Kenneth G. Carroll Senior Vice President and Chief Financial December 18, 1996
- ---------------------- Officer (Principal Financial Officer)
(Kenneth G. Carroll)
/s/ William D. Myers Vice President and Treasurer (Principal December 18, 1996
- -------------------- Accounting Officer)
(William D. Myers)
</TABLE>
II-9
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
------
4.1 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 of the Company's Registration
Statement on Form 10, as amended by Form 10/A (Amendments No. 1, 2 and
3) (Commission File No. 000-21317)).
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
of the Company's Registration Statement on Form 10, as amended by Form
10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-21317)).
4.3 Specimen Stock Certificate for Series A Common Stock, par value $1.00
per share, of the Company (incorporated herein by reference to Exhibit
4.1 of the Company's Registration Statement on Form 10, as amended by
Form 10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-
21317)).
4.4 Form of TCI Satellite Entertainment, Inc. Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.5 of the Company's
Registration Statement on Form 10, as amended by Form 10/A (Amendments
No. 1, 2 and 3) (Commission File No. 000-21317)).
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Price Waterhouse LLP.
24 Power of Attorney (included herein on page II-9).
II-10
<PAGE>
BAKER & BOTTS, L.L.P.
599 Lexington Avenue
New York, New York 10022
EXHIBIT 5
December 18, 1996
TCI Satellite Entertainment, Inc.
8085 South Chester, Suite 300
Englewood, Colorado 80112
Re: TCI Satellite Entertainment, Inc. Registration Statement on Form S-8
Gentlemen:
As counsel for TCI Satellite Entertainment, Inc., a Delaware corporation
(the "Company"), we have examined and are familiar with the Company's
Registration Statement on Form S-8 (the "Registration Statement") with respect
to the registration under the Securities Act of 1933, as amended, of 500,000
shares (the "Shares") of the Company's Series A Common Stock, par value $1.00
per share ("Common Stock"), that are issuable to the Company's Employee Stock
Purchase Plan (the "Plan").
In rendering our opinion, we have examined: the Company's Restated
Certificate of Incorporation and By-Laws; the Company's Registration Statement
on Form 10 as amended; the Company's Information Statement, dated November 15,
1996; the Plan; resolutions of the Company's Board of Directors with respect to
the adoption of the Plan, the reservation of Shares for possible sale to the
Plan pursuant to the terms thereof, the filing of the Registration Statement and
related matters; and certain other documents, records, instruments and
certificates of public officials and of representatives of the Company which
were provided to us by the Company.
Based upon the foregoing and subject to the limitations set forth in the
immediately following paragraph, it is our opinion that the Shares are duly
authorized and, when issued and sold to the Plan pursuant to the terms thereof,
will be validly issued, fully paid and non-assessable.
In rendering the foregoing opinion, we have relied on certificates and/or
statements of officers of the Company as to factual matters. We have assumed the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified or
conformed copies or photocopies. We have further assumed that there will be no
changes in applicable law between the date of this opinion and the date the
Shares are actually issued and sold to the Plan.
<PAGE>
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm contained therein under
the heading "Legal Matters." In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
As you are aware, certain attorneys with Baker & Botts, L.L.P. hold or have
the right to receive options to purchase shares of the Company's Common Stock.
Very truly yours,
Baker & Botts, L.L.P.
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
TCI Communications, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of TCI Satellite Entertainment, Inc. of our report, dated October 21,
1996, relating to the combined balance sheets of "TCI SATCO" (a combination of
certain satellite television assets of TCI Communications, Inc.) as of
December 31, 1995 and 1994, and the related combined statements of operations,
parent's investment, and cash flows for each of the years in the three-year
period ended December 31, 1995, which report appears in the Registration
Statement on Form 10, as amended by Form 10/A (Amendments No. 1, 2 and 3), of
TCI Satellite Entertainment, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
December 11, 1996
<PAGE>
EXHIBIT 23.3
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of TCI Satellite Entertainment, Inc. of our report dated
March 11, 1996, except as to Note 16, which is as of April 25, 1996, relating
to the financial statements of PRIMESTAR Partners, L.P., which appears in the
Registration Statement on Form 10 as amended by Form 10/A, of TCI Satellite
Entertainment, Inc.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Philadelphia, Pennsylvania
December 11, 1996
