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EXHIBIT 5.1
Guzik & Associates
1800 Century Park East, Fifth Floor
Los Angeles CA 90067
(310) 788-8600
July 6, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel to Private Media Group, Inc., a Nevada corporation
(the "Company"), in connection with the preparation and filing by the Company of
its Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, pertaining to the offering and sale from
time to time by and for of the account of the Selling Stockholders named therein
of up to 1,151,928 shares (the "Shares") of the Company's common stock, par
value $.001 per share ("Common Stock"), including 943,464 shares issuable upon
exercise of Warrants (the "Warrant Shares"), and 208,464 shares ("Common
Shares") which are issued and outstanding.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Company's Certificate of Incorporation
and Bylaws, and such other corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such inquiries
of such officers and representatives, as we have deemed relevant and necessary
as a basis for the opinions hereinafter set forth.
In such examination, we have assumed 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 latter documents. As to all questions of fact material to this
opinion that have not been independently established, we have relied upon
certificates or comparable documents of officers and representatives of the
Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that the Shares have been duly authorized, the 208,464 Common
Shares are validly issued, fully paid and non-assessable, and the 943,464
Warrant Shares, when issued and delivered pursuant to and in accordance with the
terms and conditions of such Warrants, will be validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Nevada and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. We hereby consent to the
filing of this opinion letter as an exhibit to the Registration Statement and to
the reference to our Firm under the caption "Legal Matters" in the Prospectus
contained therein.
Very truly yours,
/s/ Guzik & Associates
