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EXHIBIT 5.1
June 20, 2000
Bull Run Corporation
4370 Peachtree Road, N.E.
Atlanta, GA 30319
Dear Sirs:
We are acting as counsel to Bull Run Corporation, a Georgia corporation
(the "Company"), in connection with the Registration Statement on Form S-8 with
exhibits thereto (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
relating to the registration of 3,700,000 shares (the "Shares") of Common Stock,
par value $.01 per share, of the Company. The Shares are to be issued by the
Company upon grant of certain restricted stock awards or upon exercise of
certain stock options and other awards (collectively, the "Plan Awards")
granted, or to be granted, to certain employees of, or consultants or advisors
to, the Company pursuant to the Company's 1994 Long-Term Incentive Plan (the
"Plan").
As such counsel, we have participated in the preparation of the
Registration Statement and have reviewed the corporate proceedings in connection
with the adoption of the Plan. We have also examined and relied upon originals
or copies, certified or otherwise authenticated to our satisfaction, of all such
public officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper and
necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that
the Shares are duly authorized and, upon exercise or grant of Plan Awards in
accordance with the terms of the Plan against payment of the exercise price
therefor (as applicable), will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
