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EXHIBIT 5.1
June 20, 2000
CTN Media Group, Inc.
5784 Lake Forrest Drive, Suite 275
Atlanta, Georgia 30328
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for CTN Media Group, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and sale
of the Company's common stock (the "Shares") as described in the Company's
Registration Statement on Form S-3 (the "Registration Statement") filed on the
date hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-B.
We have reviewed the Company's certificate of incorporation and the
corporate proceedings taken by the Company in connection with the registration
of the sale of the Shares. Based on such review and assuming the Registration
Statement becomes and remains effective, and all applicable state and federal
laws are complied with, we are of the opinion that the Shares have been duly
authorized, validly issued, fully paid and nonassessable shares of the common
stock of the Company.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-B.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
MORRIS, MANNING & MARTIN, LLP.
By: /s/ ROSEMARIE A. THURSTON
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A Partner
