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Exhibit 5
August 7, 2000
Key3Media Group, Inc.,
5700 Wilshire Boulevard, Suite 325,
Los Angeles, CA 90036.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 65,000,000 shares (the "Securities") of Common Stock, par value
$0.01 per share, of Key3Media Group, Inc., a Delaware corporation (the
"Company"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our opinion, when the
registration statement relating to the Securities (the "Registration Statement")
has become effective under the Act and the Securities
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Key3Media Group, Inc. 2
have been duly issued and sold as contemplated by the Registration Statement,
the Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the headings
"Description of Our Capital Stock" and "Validity of the Common Stock" in the
Prospectus. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Sullivan & Cromwell
