Exhibit 5.1
Patton Boggs LLP
1660 Lincoln Street
Suite 1900
Denver, Colorado 80264
(303) 830-1776
September 21, 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 5,000,000 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 - 2000E (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
