Exhibit 5.1
Patton Boggs LLP
1660 Lincoln Street
Suite 1900
Denver, Colorado 80264
(303) 830-1776
November 2, 2000
First Entertainment Holding Corp.
5495 Marion Street
Denver, CO 80216
Gentlemen and Ladies:
We have acted as counsel for First Entertainment Holding Corp., a
Nevada corporation (the "Company"), in connection with preparation of
the Company's Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, concerning
registration of the issuance and/or transfer of up to 6,300,000 shares
(the "Shares") of the Company's $.008 par value common stock (the
"Common Stock") to or by certain stockholders of the Company (the
"Stockholders"). These shares may be issued to or acquired by the
Stockholders pursuant to grants of stock and options under the
Company's Compensation Plan - 2000F (the "Stock Plan").
We have examined the Articles Of Incorporation and Bylaws of the
Company, the record of the Company's corporate proceedings concerning
the registration described above, and the Stock Plan. In addition, we
have examined such other certificates, agreements, documents and
papers, and we have made such other inquiries and investigations of
law as we have deemed appropriate and necessary in order to express
the opinion set forth in this letter. In our examinations, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, photostatic, or conformed
copies and the authenticity of the originals of all such latter
documents. In addition, as to certain matters we have relied upon
certificates and advice from various state authorities and public
officials, and we have assumed the accuracy of the material and the
factual matters contained herein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the Shares, if
and when issued as contemplated by the Stock Plan, and as described in
the Registration Statement, will have been duly authorized and legally
issued, and will constitute fully paid and non-assessable shares of
the Company's Common Stock.
We hereby consent (a) to all references to this firm in the
Registration Statement; and (b) to the filing of this opinion as an
exhibit to the Registration Statement.
This opinion is to be used solely for the purpose of the
registration of the Common Stock and may not be used for any other
purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
PB: ALT/FBB
