Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

December 18, 2013

Exhibits

S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

Published on December 18, 2013

Exhibit 5.1

 

December 17, 2013

 

AMC Entertainment Holdings, Inc.

 

One AMC Way

11500 Ash Street

Leawood, Kansas 66211

 

Ladies and Gentlemen:

 

We have acted as counsel to AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 9,474,000 shares of Class A common stock, par value $0.01 per share, of the Company (the “Shares”), which may be issued pursuant to the Company’s 2013 Equity Incentive Plan (the “Plan”), which is filed as Exhibit 4.1 to the Registration Statement.

 

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Third Amended and Restated Certificate of Incorporation of the Company; (ii) the Second Amended and Restated Bylaws of the Company; (iii) the Registration Statement (iv) the Plan pursuant to which the shares of Shares will be issued; and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

 

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares being registered for sale pursuant to the Registration Statement, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

 


 

The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of laws of any other jurisdiction.

 

We hereby consent to the use of this letter as an exhibit to the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

 

Very truly yours,

 

/s/ Weil, Gotshal & Manges LLP

 

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