EXHIBIT 5.1
OPINION AND CONSENT OF COUNSEL
Hollywood.com, Inc.
2255 Glades Road
Suite 237W
Boca Raton, Florida 33431
RE: REGISTRATION STATEMENT ON FORM S-3 FOR HOLLYWOOD.COM, INC.
Ladies and Gentlemen:
As General Counsel to Hollywood.com, Inc., a Florida corporation (the
"Company"), I have acted as counsel to the Company in connection with the
preparation and filing of its registration statement on Form S-3 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission, with respect to the registration under the Securities Act of 1933,
as amended, of 1,787,056 shares (the "Shares") of the Company's common stock,
par value $0.01 per share ("Common Stock"), for certain selling shareholders.
In connection therewith, I have examined the Company's Second Amended
and Restated Articles of Incorporation and Bylaws, each as amended to the date
hereof, originals or certified copies of such other corporate documents and
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as I have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, I have assumed the genuineness of all signatures,
the authenticity of all original documents, the conformity to original documents
of all documents as conformed or photostatic copies and the authenticity of the
originals of such copies.
Based upon my examination mentioned above, subject to the assumptions
stated above, relying on the statements of fact contained in the documents I
have examined, and assuming that (i) the Registration Statement becomes and
remains effective during the period when the Shares are offered and sold, (ii)
the full consideration stated in the respective applicable purchase agreements
and warrants pursuant to which the Shares have and will be purchased, and when
purchased, will be fully paid for each Share and that such consideration in
respect of each Share will include payment of cash or other lawful consideration
at least equal to the par value thereof, (iii) appropriate certificates
evidencing the Shares have and will be executed and delivered by the Company and
(iv) all applicable securities laws are complied with, I am of the opinion that
the Shares, when issued, sold and delivered pursuant to and in accordance with
the terms of the respective applicable purchase agreements and warrants, will be
duly authorized and validly issued, fully paid and non-assessable shares of
Common Stock of the Company.
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This opinion is hereby rendered in connection with the Registration
Statement and is solely for such benefit. This opinion letter is limited to the
matters stated herein and no opinions may be implied or inferred beyond the
matters expressly stated herein. The opinions expressed herein are as of the
date hereof, and I assume no obligation to update or supplement such opinions to
reflect any facts or circumstances that may hereafter come to my attention or
any changes in law that may hereafter occur.
I am admitted to practice in the State of Texas.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ W. Robert Shearer
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W. Robert Shearer
General Counsel
Hollywood.com, Inc.
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