五星体育直播

贰虫丑颈产颈迟听5.1

听

Re:听听听听Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to 五星体育直播, a Delaware corporation (the 聯Company聰), in connection with its filing on the date hereof with the Securities and Exchange Commission (the 聯Commission聰) of a registration statement on Form S-3 (as amended, the 聯Registration Statement聰), including a base prospectus (the 聯Base Prospectus聰), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a 聯Prospectus聰), under the Securities Act of 1933, as amended (the 聯Act聰), relating to the registration for issue and sale by the Company of (i)听shares of the Company聮s common stock, $0.0001 par value per share (聯Common Stock聰), (ii) shares of one or more series of the Company聮s preferred stock, $0.0001听par value per share (聯Preferred Stock聰), (iii) one or more series of the Company聮s debt securities (collectively, 聯Debt Securities聰) to be issued under an indenture to be entered into between the Company, as issuer, and a third party to be identified therein as trustee (a form of which is included as Exhibit 4.6 to the Registration Statement) and one or more board resolutions, supplements thereto or officer聮s certificates thereunder (such indenture, together with the applicable board resolutions, supplements or officer聮s certificates pertaining to the applicable series of Debt Securities, the 聯Applicable Indenture聰), (iv) warrants (聯Warrants聰), (v) purchase contracts (聯Purchase Contracts聰), and (vi)听units (聯Units聰). The Common Stock, Preferred Stock, Debt Securities, Warrants, Purchase Contracts and Units are referred to herein collectively as the 聯Securities.聪

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the

December听6, 2018

Page 2

听

听

General Corporation Law of the State of Delaware (the 聯DGCL聰), and with respect to the opinions set forth in paragraphs 3 through 6 below, the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1.听听听听When an issuance of Common Stock has been duly authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus, and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (a)听available under the certificate of incorporation, and (b)听authorized by the board of directors in connection with the offering contemplated by the applicable Prospectus, such shares of Common Stock will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

2.听听听听When a series of Preferred Stock has been duly established in accordance with the terms of the Company聮s Certificate of Incorporation and authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (a)听available under the certificate of incorporation, and (b)听authorized by the board of directors in connection with the offering contemplated by the applicable Prospectus, such shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

3.听听听听When the Applicable Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular series of Debt Securities have been duly established in accordance with the terms of the Applicable Indenture and authorized by all necessary corporate action of the Company, and such Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Applicable Indenture and in the manner contemplated by the applicable Prospectus and by such corporate action, such Debt Securities will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4.听听听听When the applicable warrant agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with the terms of the applicable warrant agreement and authorized by all necessary corporate action of the Company,

December听6, 2018

Page 3

听

听

and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable warrant agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

5.听听听听When the applicable purchase contract agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issue of Purchase Contracts have been duly authorized in accordance with the terms of the applicable purchase contract agreement and authorized by all necessary corporate action of the Company, and such Purchase Contracts have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable purchase contract agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable under such Purchase Contracts have been duly authorized and reserved for issuance by all necessary corporate action), such Purchase Contracts will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6.听听听听When the applicable unit agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Units have been duly authorized in accordance with the terms of the applicable unit agreement and authorized by all necessary corporate action of the Company, and such Units have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable unit agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Units have been duly authorized and reserved for issuance by all necessary corporate action), such Units will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinions are subject to: (i)听the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii)听the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii)听the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv)听we express no opinion as to (a)听any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b)听consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c)听waivers of rights or defenses, (d)听any provision requiring the payment of attorneys聮 fees, where such payment is contrary to law or public policy, (e)听any provision permitting, upon acceleration of any Debt Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest

December听6, 2018

Page 4

听

听

thereon, (f)听the creation, validity, attachment, perfection, or priority of any lien or security interest, (g)听advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h)听waivers of broadly or vaguely stated rights, (i)听provisions for exclusivity, election or cumulation of rights or remedies, (j)听provisions authorizing or validating conclusive or discretionary determinations, (k)听grants of setoff rights, (l)听proxies, powers and trusts, (m)听provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n)听any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (o)听the severability, if invalid, of provisions to the foregoing effect.

With your consent, we have assumed (a)听that each of the Debt Securities, Warrants, Purchase Contracts and Units and the Applicable Indenture, warrant agreements, purchase contract agreements and unit agreements governing such Securities (collectively, the 聯Documents聰) will be governed by the internal laws of the State of New York, (b)听that each of the Documents has been or will be duly authorized, executed and delivered by the parties thereto, (c)听that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (d)听that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (i)听breaches of, or defaults under, agreements or instruments, (ii)听violations of statutes, rules, regulations or court or governmental orders, or (iii)听failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading 聯Legal Matters.聪 In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section听7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham听& Watkins LLP