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Exhibit 5.1
JONES, DAY, REAVIS & POGUE
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
September 28, 2000
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
Re: Public Offering of up to 4,184,068 shares of Common Stock,
$0.01 par value per share, together with the associated
preferred stock purchase rights of Penton Media, Inc.
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Gentlemen:
We have acted as counsel for Penton Media, Inc., a Delaware corporation
(the "Company), in connection with the filing by the Company with the
Securities and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement"), for the purpose of registering under the Securities
Act of 1933, (the "Act"), the following securities:
(1) 3,638,320 shares (the "Selling Stockholders' Shares") of the
Company's common stock, par value $0.01 per share, together with the associated
preferred stock purchase rights (the "Shares"), to be offered to the public (the
"Public Offering") for the account of certain selling stockholders (the "Selling
Stockholders") in accordance with the terms and conditions of an Underwriting
Agreement (the "Underwriting Agreement") to be entered into by and among the
Company, the Selling Stockholders, Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
First Boston Corporation, Salomon Smith Barney Inc. and DLJdirect Inc., as
representatives of the underwriters (the "Underwriters");
(2) an additional 445,748 Shares (the "Selling Stockholders' Option
Shares"), which will be sold in the Public Offering for the account of the
Selling Stockholders in the event the Underwriters of the Public Offering elect
to exercise an over-allotment option granted to them pursuant to the
Underwriting Agreement; and
(3) an additional 100,000 Shares of the authorized but unissued Shares
(the "Company's Option Shares"), which will be sold in the Public Offering for
the account of the Company in the event the Underwriters of the Public Offering
elect to exercise an over-allotment option granted to them pursuant to the
Underwriting Agreement.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereupon we are of the
opinion that:
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1. The Company's Option Shares have been duly authorized and, subject
to the due approval of the specific terms of the sale of the Company's Option
Shares by the Pricing Committee of the Board of Directors of the Company, when
issued and delivered by the Company to the Underwriters pursuant to the
Underwriting Agreement against payment of the consideration as provided therein
(and provided the consideration received by the Company is at least equal to the
par value of such shares), will be legally issued, fully paid and
non-assessable.
2. The Selling Stockholders' Shares and the Selling Stockholders'
Option Shares are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company to effect registration of the
aforementioned securities under the Act, and to the reference to us under the
caption "Legal Matters" in the prospectus constituting a part of such
Registration Statement.
Very truly yours,
Jones, Day, Reavis & Pogue
