July 17, 2000
TouchTunes Music Corporation
1800 E. Sahara
Suite 107
Las Vegas, Nevada 89014
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") of TouchTunes Music Corporation (the "Corporation")
related to the registration of 7,000,000 Class A Voting Common Stock, $0.001
par value ("Common Stock"), which are to be offered pursuant to the TouchTunes
Music Corporation 2000 Long-Term Incentive (the "Plan").
We have been requested to furnish an opinion to be included as
Exhibit 5 to the Registration Statement. In conjunction with the furnishing of
this opinion, we have examined such corporate documents and have made such
investigation of matters of fact and law as we have deemed necessary to render
this opinion.
Based upon such examination and investigation, and upon the
assumption that there will be no material changes in the documents examined and
the matters investigated, we are of the opinion that the Common Stock subject
to the Plan have been duly authorized by the Corporation and that, when issued
in accordance with the terms of the Plan, will be legally issued and will be
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
ARNOLD & PORTER
