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December 11, 2000
Six Flags, Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
Re: SIX FLAGS, INC.; REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
I act as counsel to Six Flags, Inc., a Delaware corporation (the
"REGISTRANT"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "COMMISSION") of the above-captioned Registration
Statement on Form S-3 (the "REGISTRATION STATEMENT") under the Securities Act of
1933, as amended (the "ACT"), relating to the resale by the holder named therein
(the "SELLING STOCKHOLDERS") of an aggregate of 1,339,223 shares of common
stock, $.025 par value per share, of the Registrant (the "SHARES").
In connection therewith, I have examined the Certificate of Incorporation
and the By-Laws of the Registrant, resolutions of the Board of Directors of the
Registrant and the Registration Statement. I also have made such inquiries and
have examined originals or copies of other instruments as I have deemed
necessary or appropriate for the purpose of this opinion. For purposes of such
examination, I have assumed the genuineness of all signatures on and the
authenticity of all documents submitted to me as originals, and the conformity
to the originals of all documents submitted to me as certified or photostatic
copies.
Based upon the foregoing, I am of the opinion that the Shares are duly
authorized, validly issued, fully paid and non-assessable shares of common stock
of the Registrant.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference therein to me under the caption
"Legal Matters." In giving the foregoing consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
James M. Coughlin
General Counsel
