EXHIBIT 5
January 18, 2001
MDI Entertainment, Inc.
201 Ann Street
Hartford, CT 06103
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion, as counsel for MDI Entertainment, Inc,
a Delaware corporation (the "Company"), in connection with the registration
statement on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to an offering by certain selling
stockholders named therein (the "Stockholders") from time to time of up to
2,373,621 shares (the "Shares") of common stock, par value $.001 per share, of
the Company. Of such Shares being offered hereby, 108,205 shares are issuable
upon the exercise of warrants (the "Warrants") and 375,000 shares are issuable
upon the conversion of a convertible subordinated debenture, in the principal
amount of $750,000, due 2009 (the "Debenture").
We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. We have
assumed that there will be no changes in applicable law between the date of this
opinion and the date the Shares proposed to be sold by the Stockholders pursuant
to the Registration Statement are actually sold. It is our opinion that the
Shares have been duly authorized and, when issued and delivered upon exercise of
the Warrants or upon conversion of the Debenture in accordance with their
respective terms, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not 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 Securities and Exchange Commission
promulgated thereunder.
Sincerely,
/s/ Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
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