30 Rockefeller Plaza New York, NY 10112-2200 +1 212 698 3500 Main Dechert +1 212 698 3599 Fax LLP www.dechert.com

November 9, 2007

To the Lender party to the BHC Loan Agreement dated as of November 9, 2007 by and among Echo Bridge Entertainment, LLC and its subsidiaries and BHC Interim Funding II, L.P., together with its successors and assigns, as Lender

Re: Echo Bridge Entertainment, LLC

Ladies and Gentlemen:

We have acted as counsel to Echo Bridge Entertainment, LLC, a Delaware limited liability company (the "Parent"), and Platinum Disc, LLC, a Minnesota limited liability company ("Platinum" and together with the Parent each a "Borrower" and collectively, the "Borrowers") in connection with the restructuring by BHC Interim Funding II, L.P., a Delaware limited partnership ("BHC"), together with its successors and permitted assigns ("Lender") of its term loans (the "Loan") to the Borrowers in an aggregate principal amount of $24,098,255.83 pursuant to the Amended and Restated Senior Term Loan and Security Agreement, dated as of the date hereof(the "BHC Loan Agreement"), by and among the Borrowers and the Lender. The joint and several obligation of the Borrowers to repay the Loan and all other Obligations is secured, inter alia, by the BHC Loan Agreement and the security documents referred to in Section 4.1 (a) of the BHC Loan Agreement. This opinion is being delivered to you pursuant to Section 4.1 (a) of the BHC Loan Agreement. All capitalized terms used and not defined herein have the same meanings herein as set forth in the BHC Loan Agreement.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction to be genuine, and executed (where applicable) by each of the parties thereto, of the following:

(a) the documents listed on Exhibit A hereto (the "Loan Documents");

(b) the amended financing statements attached as Exhibit B hereto (the "Financing Statements");

(c) the Certificate of Formation of the Parent;

(d) the Fourth Amended and Restated Limited Liability Company Operating Agreement of the Parent, dated as of the date hereof (the "LLC Agreement");

13961820.6.B US iNESS

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(e) the Recapitalization Agreement, dated as of the date hereof, by and among the Parent, the Lender and the members of the Parent;

(f) certificates of good standing or foreign qualification of the Parent issued on (A) October 22, 2007 by the Secretary of State of the State of Delaware, (B) October 18, 2007 by the Commonwealth of Massachusetts and (C) October 17, 2007 by the State of California (the "Good Standing Certificates");

(g) a Certificate, dated the date hereof, of the secretary of the Parent, certifying: (i) resolutions of the Board of Directors of the Parent authorizing, among other things, the execution, delivery and performance of each of the Loan Documents to be entered into by the Parent and (ii) the incumbency, authority and signatures of the officers of the Parent authorized to sign the Loan Documents;

(h) the Copyright Security Agreement;

(i) the Trademark Security Agreement; and

(j) the Membership Interest Pledge Agreement, dated as of August 9, 2006, by the Parent in favor of the Lender (the "Membership Pledge Agreement").

The documents contained in (a) through (.j) are herein collectively referred to as the "Reviewed Documents." We have not, however, examined any court or other public dockets, records or indices.

In rendering the opinions set forth herein, we have assumed, without independent verification, examination or inquiry, the truth, accuracy and correctness of the following:

1. the authenticity of all agreements, documents, and certificates and instruments submitted to us as originals;

2. the conformity to originals of all agreements, documents, certificates and instruments submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of all agreements, documents, certificates and instruments submitted to us as photostatic copies;

3. the genuineness of all signatures on original and certified agreements, documents, certificates and instruments;

4. that each person (other than any signatory for the Parent) executing any Loan Document on behalf of any party (other than the Parent) is duly authorized to do so;

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5. the legal capacity of all natural persons signing and delivering any agreement, document, certificate or instrument;

6. that the obligations of each of the parties to each of the Loan Documents (other than any Borrower) are the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms;

7. that each of the parties to each of the Loan Documents (other than the Parent) is duly incorporated or formed, validly existing and qualified and authorized to do business in every jurisdiction in which such qualification and authorization are required to enable it to enter and perform its obligations under the Loan Documents;

8. the requisite power and authority of each of the parties to each of the Loan Documents (other than the Parent) to enter into and perform their obligations under such Loan Documents;

9. the due authorization, execution and delivery of each of the Loan Documents (other than the Parent) by the parties to such Loan Documents;

10. that the representations, warranties, statements and information as to factual matters made in any of the Loan Documents by each of the parties to such Loan Documents (whether or not specifically addressed or directed to us) are true and correct;

11. that each of the parties to each of the Loan Documents has complied to date, and will comply in the future, with the Loan Documents and the transactions contemplated thereby and that the Lender has complied to date, and will comply in the future, with all applicable federal and state laws and regulations in connection with the Loan Documents and the transactions contemplated thereby;

12. that all conditions precedent to the effectiveness of the Loan Documents that are subject to any such conditions precedent have been satisfied or waived;

13. that each party to a Loan Document has received the agreed upon consideration thereunder;

14. that there are no agree~nents or understandings among the parties that would modify or interpret any of the Loan Documents or the rights or obligations of the parties thereunder;

15. that the Lender will act and forbear from acting in exercising their rights under the Loan Documents in a commercially reasonable manner;

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16. that each Borrower has "rights" in the Collateral and the Lender has given "value" as contemplated by Section 9-203 of the Uniform Commercial Code (the "UCC") as currently in effect in the State of New York (the "New York UCC");

17. that each Lender, in good faith, has not relied upon margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) as collateral with respect to the transactions provided for in the Loan Documents;

18. that no part of the proceeds from the Loan under the Loan Documents will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve any broker or dealer in a violation of Regulation T of said Board; and

19. that the execution and delivery of the Loan Documents by all parties thereto were and are free of intentional or unintentional mistake, misrepresentation, concealment, fraud, undue influence, duress or criminal activity.

We note that we are not general counsel to the Borrowers and ordinarily would not be familiar with or aware of matters relating to the Borrowers unless they are brought to our attention by representatives of the Borrowers with respect to matters upon which we specifically have been requested to furnish legal advice by the Borrowers. Accordingly, our examination in connection herewith has been limited to the Reviewed Documents and other information brought to our attention by representatives of the Borrowers specifically with respect to the transactions described in the Loan Documents.

As to any facts material to this opinion, we have relied upon the representations and warranties in the Loan Documents and our review of certificates of responsible officers of the Borrowers and on certificates of public officials. We have made no independent investigation concerning the possible existence or state of any facts that might be relevant to any matters covered in this opinion.

The phrase "to our knowledge" as used in this opinion means the actual knowledge of attorneys within our firm based upon (i) legal work performed on substantive aspects of the transactions described in the Loan Documents, (ii) consultation with, and certificates of, responsible officers of the Borrowers concerning the Loan Documents and the transactions described therein, and (iii) our examination of the Reviewed Documents, and does not include matters as to which such attorneys could be deemed to have constructive knowledge.

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We express no opinion as to any laws other than (i) the applicable laws of the State of New York, including the New York UCC, (ii) the federal laws of the United States, (iii) to the extent provided in the succeeding sentence, the Delaware Limited Liability Company Act ("DLCCA") and (iv) subject to the next paragraph, the Uniform Commercial Code in effect in the State of Delaware (the "Delaware UCC"). With respect to any matters concerning Delaware limited liability company law involved in the opinions set forth below, any such opinions are based upon our reasonable familiarity with the DLCCA as a result of our reading of standard published compilations of such laws. With respect to the opinions set forth herein (in so far as they relate to laws (including the provisions of the Uniform Commercial Code) other than the laws of the State of New York, the DLCCA or the Delaware UCC) we have assumed, with your permission and without any investigation, that such laws are the same, in all relevant respects, as the laws of the State of New York. We express no opinion with respect to any security interest in any real property. We express no opinion herein as to federal and state securities or "blue sky" laws. We express no opinion herein as to state bankruptcy laws.

We do not purport to be experts in the Delaware UCC, nor did we review official codifications of the Delaware UCC. We did, however, review a standard compilation of a version of the Delaware UCC, and our opinions with respect thereto are based solely on these procedures and not upon any other review of the law of the State of Delaware.

Our opinions expressed herein are subject to the qualification that a court may decline to enforce the choice of law provisions in the Loan Documents on the grounds of comity or because United States constitutional requirements are not satisfied.

Our opinions set forth in paragraph l are based solely upon our review of the Good Standing Certificates.

Our opinions in paragraph 4 with respect to enforceability are subject to the following additional assumptions, qualifications and limitations:

I. we express no opinion on the effect of bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, moratorium or similar laws, as now or hereafter in effect;

2. we express no opinion on equitable principles relating to or affecting the rights of creditors or other obligees or the collection of obligations generally, as now or hereafter in effect;

3. we express no opinion on the enforceability under certain circumstances, under state or federal law or court decisions, of provisions expressly or by implication waiving

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broadly or vaguely stated rights, unknown future rights, defenses to obligations or rights granted by law or statute where such waivers are contrary to public policy or prohibited by law;

4. we express no opinion on the enforceability under certain circumstances, under state or federal law or court decisions, of provisions that purport to establish (or may be construed to establish) evidentiary standards;

5. we express no opinion on the effect of principles of equity or public policy, including, but not limited to, principles of materiality, reasonableness (including commercial reasonableness), good faith and fair dealing, and the possible unavailability of rights of specific performance, injunctive relief or other equitable remedies, whether such principles are applied by a court of equity or a court of law;

6. we express no opinion on the enforceability under certain circumstances, under state or federal law or court decisions, of provisions to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy, that election of a particular remedy or remedies does not preclude recourse to one or more other remedies, that any right or remedies may be exercised without notice, or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy;

7. we express no opinion on the enforceability under certain circumstances, under state or federal law or court decisions, of provisions providing for the indemnification of or contribution to, or prospective release of, a party with respect to a liability (x) where such indemnification, contribution or release is contrary to public policy or federal or state securities laws or (y) for its own negligent or wrongful acts;

8. we express no opinion on the limitations on the right to exercise rights and remedies under the Loan Documents or to impose penalties for any default thereunder if it is determined in substance by a court of competent jurisdiction that (i) the default is not material or does not adversely affect the Lender or (ii) the penalties bear no reasonable relation to the damage suffered as a result of the default, or it cannot be demonstrated that enforcement of the rights and remedies or imposition of the penalties is reasonably necessary for the protection of the party purporting to exercise such rights;

9. we express no opinion on the enforceability under certain circumstances, under state or federal law or court decisions, of provisions which purport to provide that any party shall be deemed to have been given or to have received any notice which such party did not actually receive;

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10. we express no opinion on the unenforceability under certain circumstances, under state or federal law or court decisions, of any provision contained in any guaranty that purports to preserve and maintain the validity and effectiveness of obligations and liabilities of a guarantor despite the fact that the underlying guaranteed obligation or debt is unenforceable due to illegality; and

11. we express no opinion on the enforceability under certain circumstances of provisions that purport to confer jurisdiction on state courts in the State of New York or pursuant to which the Borrowers agree to submit to the jurisdiction of such courts, except to the extent provided by Section 5-1402 of the New York General Obligations Law.

With respect to our opinions in paragraph 5 hereof, we have assumed that as of the date of this opinion and at all relevant times thereafter:

(a) all items of Collateral for which possession must be taken by a secured party in order to perfect its security interest under Article 9 of the New York UCC, including without limitation Sections 9-312 and 9-313 of the New York UCC, are and will remain in the possession of the Senior Agent or Lender until the payment in full of the Loan and other Obligations and that the Senior Agent or Lender took possession of such Collateral in good faith, without notice (actual or constructive) of any adverse claim within the meaning of Article 8 of the New York UCC; and

(b) none of the Borrowers’ chattel paper, instruments (as each such term is defined in Article 9 of the New York UCC), or securities bears any endorsement or legend indicating an ownership or other interest therein other than of the Borrowers and/or the Senior Agent.

Our opinions in paragraph 5 hereof are subject to the following additional qualifications:

(c) in the case of instruments and investment property (as each such term is defined in Article 9 of the New York UCC) not constituting part of chattel paper (as such term is defined in Article 9 of the New York UCC), if the security interests of the Lender therein cannot be perfected by the filing of the Financing Statements but will be perfected by possession thereof, then the Senior Agent or the Lender has obtained possession of such instruments and investment property in accordance with the provisions of the relevant Loan Documents;

(d) none of the Collateral consists of equipment used in farming operations, consumer goods, farm products, crops, timber, minerals or the like (including oil and gas) or accounts resulting from the sale thereof, beneficial interests in a trust or a decedent’s estate,

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cooperative interests, uncertificated securities, interest in or claims in or under any policy of insurance (except to the extent such interest or claim may be proceeds of the Collateral), or items which are subject to a requirement of any jurisdiction that provides for a registration or certificate of title or with respect to our opinions regarding perfection, which otherwise cannot be perfected by means of possession or by filing a financing statement pursuant to the New York UCC, except with respect to our opinions in paragraphs 5(b) and 5(c);

(e) in the case of proceeds, the security interests of the Lender therein will be perfected only as to identifiable proceeds and is qualified generally by the applicable provisions and limitations of Sections 9-315 and 9-322 of the New York UCC. We point out that proper and timely steps may be necessary to establish and continue the perfection of the Lender’s security interest in any proceeds of the Collateral received (or invested or reinvested) from time to time pursuant to the requirements of the New York UCC;

(f) the effect of Section 9-40 l of the New York UCC, which provides that a debtor’s rights in collateral may be transferred notwithstanding a provision in a security agreement prohibiting any transfer;

(g) continuation of perfection in any after acquired property consisting of property of a type in which a perfected security interest cannot be obtained by filing a financing statement, may require additional compliance with applicable provisions of the New York UCC or the Delaware UCC, and we express no opinion as to the perfection or effectiveness of any security interest in any proceeds of the Collateral initially subject to the security interest or after acquired property to the extent that such perfection or effectiveness depends upon additional compliance with the New York UCC or the Delaware UCC;

(h) in the case of all Collateral in which the security interests of the Lender have been perfected by the filing of Financing Statements, Article 9 of the Delaware UCC requires the filing of continuation statements within the period of six (6) months prior to the expiration of five (5) years from the date of the original filings in order to maintain the effectiveness of the filings referred to in this paragraph;

(i) in the case of negotiable documents, negotiable instruments and securities, the Lender’s security interest therein is limited to the extent set forth in Sections 9- 33 l(a) and 9-33 l(b) of the New York UCC;

(j) Section 552 of the Federal Bankruptcy Code limits the extent to which property acquired by a debtor after the commencement of a case under the Federal Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case;

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(k) the perfection of a security interest in Collateral may lapse by various actions of the debtor including, but not limited to, the change of name, identity or corporate structure of the debtor, unless new and appropriate financing statements are filed in a timely manner; and

(I) in the case of Collateral in which a Borrower has no present rights, a security interest will be created therein only when such Borrower acquires rights to such Collateral.

Our opinions in paragraphs 10 and 11 with respect to the Warrant are subject to the assumption that the Warrant Shares (as defined in paragraph 10 of the opinions herein) to be issued upon exercise of the Warrant will be issued to an Accredited Investor (as defined in Rule 501(a) under the Securities Act of 1933, as amended).

We express no opinion as to (i) the existence or ownership of, rights in or title to, the location or the accuracy of any description in the Loan Documents of any Collateral or (ii) the rank or priority of any security interest. We express no opinion regarding security interests in personal property collateral consisting of agreements, instruments and other documents that purport to limit a Borrower’s right to assign, pledge or grant a security interest, except to the extent otherwise provided in Sections 9-406, 9-407, 9-408 and 9-~109 of the New York UCC. We express no opinion as to any security interest in any goods which are or are to become "Fixtures," as defined in Section 9-102(a)(4 I) of the New York UCC and the respective provisions under the Delaware UCC. Except to the extent set forth in paragraph 5, we express no opinion as to any security interest that is not governed by Article 9 of the New York UCC or Article 9 of the Delaware UCC. We express no opinion as to the validity or perfection of the security interests as they relate to any interest in or claim in or under any policy of insurance (except to the extent such interest or claim may be proceeds of Collateral). We express no opinion with respect to the effect of the compliance or non-compliance of the Lender with any state or federal laws or regulations applicable to any of it by reason of its status as a financial institution or being affiliated with a financial institution. We express no opinion on the enforceability of any self-help or other non-judicial remedies that may be provided to or for the benefit of the Lender in any of the Loan Documents. We express no opinion on the enforceability of any provision in any of the Loan Documents under which any party may be obligated to pay legal or other professional fees incurred by the Lender, or the costs of collection following a default, to the extent a court concludes that such fees are unreasonable. We express no opinion on the effect of the general rule of contract law that, where less than all of an agreement is enforceable, the balance is enforceable only when the unenforceable portion is not an essential part of the agreed exchange. We express no opinion with respect to any laws or judicial decisions related to fiduciary duties in connection with, or the fairness of transactions like, the transactions provided for in the Loan Documents. We express no opinion as to any provision in any of the Loan Documents requiring

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amendments or waivers to be in writing insofar as they suggest that oral or other modifications, amendments or waivers could not effectively be agreed upon by the parties or that the doctrine of promissory estoppel may not apply. We express no opinion on the enforceability of any provision in any of the Loan Documents that states that the provisions of the Loan Documents are severable. We express no opinion on the enforceability of any provision contained in any of the Loan Documents that states that a party is entitled, as a matter of right, to the appointment of a receiver after the occurrence of a default. We express no opinion on any provision in any of the Loan Documents which appoints the Lender as agent or attorney-in-fact, waives the right to assert lack of consideration, waives the requirements of good faith notice and commercial reasonableness or any other rights or requirements which cannot be waived by consent under Section 9-602 of the New York UCC. Except with respect to the laws of the State of New York, we express no opinion as to the effect of any law of any jurisdiction wherein enforcement of the obligations under the Loan Documents may be sought that limits the rates of interest legally chargeable or collectible.

Our opinion as to the enforcement of any security interest in any "accounts" with respect to which the account debtor is the United States of America or any department, agency, or instrumentality thereof or any other Collateral subject to the Assignment of Claims Act of 1940, as amended (the "Claims Act"), assumes compliance with such Claims Act.

Subject to and based upon the foregoing, and subject to the further qualifications set forth below, it is our opinion that:

1. The Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent is duly qualified or licensed to do business as a foreign limited liability company, and is in good standing in those jurisdictions listed on Exhibit _C_ hereto. The Parent has the requisite limited liability company power and authority to own and operate its property, to lease the property it operates and to conduct its business as currently conducted.

2. The Parent has the requisite limited liability company power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party. No authorization, consent, waiver, approval or other action or consideration by, and no notice to or filing with (other than the filing of Financing Statements or filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office) any New York or federal governmental or regulatory authority, body or instrumentality or under the DLLCA, is a prerequisite for (a) the due execution and delivery by any Borrower of the Loan Documents or the performance by any Borrower of all of its obligations under the Loan Documents, (b) the grant by any Borrower of, or the continued validity or effectiveness of, the security interests in favor of the Lender in the Collateral in accordance with Article 9 of the New York UCC and Article 9 of the

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Delaware UCC, (c) the perfection of such security interests, except to the extent that such perfection requires the filings and recording referred to herein, or (d) for the exercise by the Lender of any of their rights and remedies under any Loan Document.

3. Neither the execution, performance and delivery of the Loan Documents, nor any of the instruments and documents to be delivered pursuant thereto, nor the consummation of the transactions therein described, nor compliance with the provisions thereof (a) violates any New York, Delaware limited liability company law or federal law (including, without limitation, Regulations T, U, X of the Board of Governors of the Federal Reserve System), the DLLCA or any regulation known to us and which, in our experience, is normally applicable to transactions of the type provided for in the Loan Documents, (b) results in a violation of the Certificate of Formation of the Parent or the LLC Agreement, (c) to our knowledge, violates any judicial or administrative judgment, order or decree to which the Borrowers are subject, (d) results in the creation or imposition of any lien, charge or encumbrance upon any of the property of the Borrowers (except as specifically contemplated under the Loan Documents) or (e) violates any provision in any material contract listed on Exhibit D hereto, except as disclosed on the schedules to the BHC Loan Agreement.

4. Each Loan Document has been duly authorized, executed and delivered by each Borrower, as applicable, and constitutes the valid and legally binding obligations of each Borrower thereto, enforceable against each Borrower in accordance with its terms. Each Financing Statement has been duly authorized for filing by the applicable Borrower.

5. (a) The BHC Loan Agreement creates in favor of the Lender, as security for the Obligations, valid security interests in the Collateral of the Borrowers described as being encumbered pursuant to the terms of such agreements to the extent Article 9 of the New York UCC is applicable thereto. Each Financing Statement to be filed is in an appropriate form for filing in the filing offices indicated in Exhibit E hereto. The description of the Collateral set forth in the Financing Statements is sufficient to perfect a security interest in the items and types of collateral in which a security interest may be perfected by the filing of a financing statement to the extent Article 9 of the New York UCC or Article 9 of the Delaware UCC is applicable thereto. With respect to the Parent, upon the proper filing of the Financing Statements in the filing office indicated opposite the Parent’s name on Exhibit E hereto and payment of the requisite filing fees, the Lender will have a perfected security interest in the Collateral to the extent Article 9 of the New York UCC or Article 9 of the Delaware UCC is applicable thereto.

(b) The Reviewed Documents do not, of themselves, adversely affect perfection of the Lender’s security interest in the Collateral covered by the Copyright Security Agreement or the Trademark Security Agreement and after giving effect to the transactions contemplated by the Reviewed Documents, the Lender’s security interest in such will

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be a perfected security interest to the same extent it was a perfected security interest immediately before giving effect to the transactions contemplated by the Reviewed Documents, asst~ming that the Copyright Security Agreement or the Trademark Security Agreement, as applicable, have been duly recorded in the United States Copyright Office or the United States Patent and Trademark Office, as applicable.

(c) The Reviewed Documents do not, of themselves, adversely affect the validity under the New York UCC of the security interest of the Lender in the Pledged Securities described in the Membership Pledge Agreement in which a valid security interest may be created under Article 9 of the New York UCC and after giving effect to the transactions contemplated by the Reviewed Documents, the Lender’s security interest in the Pledged Securities will be a valid security interest under Article 9 of the New York UCC to the same extent it was a valid security interest immediately before giving effect to the transactions contemplated by the Reviewed Documents. The Reviewed Documents do not, of themselves, adversely affect perfection of the Lender’s security interest under the New York UCC in the Pledged Securities and after giving effect to the transactions contemplated by the Reviewed Documents, the Lender’s security interest in the Pledged Securities will be a perfected security interest under Article 9 of the New York UCC to the same extent it was a perfected security interest immediately before giving effect to the transactions contemplated by the Reviewed Documents, provided that certificates evidencing such Pledged Securities have been delivered to the Senior Agent or the Lender and duly endorsed to the Senior Agent or Lender or in blank by an effective endorsement thereon or accompanied by membership interest powers duly endorsed in blank. 6. Neither Borrower is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

7. To our knowledge, there is no pending or threatened action, suit or proceeding affecting any Borrower before any court, arbitrator, or Governmental Authority which challenges the ability of any such Borrower to perform its obligations under any Loan Document to which it is a party.

8. The Pledged Securities have been duly authorized and validly issued.

9. The Parent may not interpose the defense of usury in any action under the Loan Documents, other than the criminal defense of usury as described in section 190.40 of the New York Penal Code.

10. The Warrant has been duly authorized and the Common Shares (as defined in the Warrant) of the Parent issuable upon the exercise of the Warrant (the "Warrant

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Shares") have been duly authorized and reserved for issuance. Assuming that at the time of the exercise of the Warrant, there has been no general solicitation of the Warrant Shares, after exercise of the Warrant and payment of the exercise price in accordance with the terms of the Warrant, the Warrant Shares will be exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended; however, we express no opinion with respect to any other federal or any state securities laws. 11. The issuance of the Warrant and, upon exercise of the Warrant and payment of the exercise price in accordance with the terms of the Warrant, the Warrant Shares will be validly issued.

12. The BHC Preferred Shares issuable upon conversion pursuant to Section 2.4(e) ofth~ BHC Loan Agreement have been duly authorized and reserved for issuance. Assuming that at the time of such conversion, there has been no general solicitation of the BHC Preferred Shares, the offer and sale of BHC Preferred Shares will be exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended; however, we express no opinion with respect to any other federal or any state securities laws.

13. The BHC Preferred Shares issued pursuant to and in accordance with Section 2.4(e) of the BHC Loan Agreement, the BHC Preferred Shares will be validly issued.

This opinion is solely for the benefit of the addressees or permitted assignees of any addressees and any participant (collectively, the "Reliance Parties") in connection with the transaction contemplated by the Loan Documents and may not be relied upon in any manner by any other person or entity other than the Reliance Parties. This opinion may not be quoted or otherwise included, summarized or referred to in any publication or document, in whole or in part, for any purpose whatsoever, or furnished to any person or entity other than a Reliance Party (or a person or entity considering whether to become a Reliance Party), except to your attorneys and auditors or as may be required of any Reliance Party pursuant to any legal process or any court or governmental or regulatory authority to which a Reliance Party is subject. We undertake no obligation to advise you of any change in any matters described herein, whether legal or factual, after the date hereof.

Very truly yours,

DECHERTLLP

13961820.6.BUSINESS EXHIBIT A LOAN DOCUMENTS

BHC Loan Agreement

2. Notes

3. Subordination Agreement

4. Warrant

5. Confirmation of Guarantees and Pledge Agreements, dated as of the date hereof, by the Guarantors and the Pledgors

6. Confirmation of Intellectual Property Security Agreements, Intercompany Subordination Agreement and Pledge Agreement, dated as of the date hereof, by the Borrowers

13961820.6.BUSINESS EXHIBIT B FINANCING STATEMENTS

See attached.

13961820.6.BUSINESS UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS Ifront and back1 CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address) Forporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808 dIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII1z ~ s z ~- o ~ o ~ e 11!111°11I__s THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY la. INITIAL FINANCING STATEMENT FILE # ~lb. This F(NANCING STATEMENT AMENDMENT

6 2 71 515 9 Date : 0 8 / 0 7 / 2 0 0 6 REAL ESTATE RECORDS. ID to be filed [for record] (or recorded) in the 2. [] TE RMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.

3. ~-~ CONTINUATION: Effectiveness of the Financing Statement idenfi~ed above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law.

4. [] ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.

5. AMENDMENT (PARTY INFORMATK3N): This Amendment affects [] Debtor 9/ [] Secured Path/of record. Check only one of these two boxes.

Also check on_~e of the following three boxes an__.d.d provide appropriate information in items 6 and/or 7.

[’~ DELETE name: Give record name A DD na me: Corn plete item 7a o r 7b, and also =tem 7c; r -] CHANGEnameand/oraddress: Pleaserefertothedetailedinstructions ~--] n re~, ards to chan~in~ the nameladdress of a pa~. t__l to be deleted in item 6a or 6b. also complete items 7e-7~ (if applicableI. 6. CURRENT RECORD INFORMATION:

6a. ORGANIZATION’S NAME

OR 16b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

7. CHANGED (NEW) OR ADDED INFORMATION: 7a. ORGANIZATION’S NAME

OR 7b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

7c MAILING ADDRESS CiTY STATE POSTAL CODE COUNTRY

7d SEEINSTRUCTIONS ADD’LINFORE 17e TYPE OF ORGANIZATION 7f. JURISDICTION OF ORGANIZATION 7g ORGANIZATIONAL ID #. if any ORGANIZATION DEBTOR I []NONE

8. AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral [~ deleted orE]added, or gi .... tirei~’]restated cutlateraldescripti ..... descdbecollateral Dassigned. All personal property, tangible and intangible, wherever located or situated and whether now owned, presently existing or hereafter acquired or created, including, but not limited to, all goods, accounts, instruments, intercompany obligations, contract rights, partnership and Joint Venture interests, documents, chattel paper, general intangibles, payment intangibles, goodwill, equipment, machinery, inventory, investment property, owned real estate, copyrights, trademarks, trade names, service marks, service names, insurance proceeds, including but not limited to assignment of keyman life insurance, cash, deposit accounts, letter of credit rights and the Pledged Securities, and any proceeds thereof, products thereof or income therefrom, further (See Attached Addendum)

Debtor: Echo Bridqe Entertairnmentf LLC 9. NAME OF S ECU R ED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which

adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here [] and enter name of DEBTOR authorizing this Amendment. ga. ORGANIZATION’S NAME BHC Interim Funding II, L.P. OR 9b iNDIVIDUAL’S LAST NAME f I FIRST NAME MIDDLE NAME SUFFIX 10.OPTIONAL FILER REFERENCE DATA 121529-01036 (TK) DE-Secretary Of State Corporation Service Company FILING OFFICE COPY -- UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02) 2711 Centerville Rd, Ste. 400 Wilmington, DE 19808 UCC FINANCING STATEMENTAMENDMENT ADDENDUM FOLLOW INSTRUCTIONS Ifront and back/ CAREFULLY 11. INITIAL FINANCING STATEMENT FILE # (same as item la on Amendment form) 62715159 Date:08/0?/2006

12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as item 9 on Amendment form) 12a. ORGANIZATION’S NAME BHC Interim Funding II, L.P. OR t2b. ND V DUALS LAST NAME JFIRST NAME JMIDDLE NAME.SUFFIX

I

13. Use this space for additional information

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY DE-Secretary Of State ADDITIONAL COLLATERAL DESCRIPTION including but not limited to, all of Debtor’s right, title and interest in and to each and every item of Film Product, all of the properties thereof, tangible and intangible, including but not limited to master prints and master digital copies related thereto, all of Debtor’s interest in the intellectual property related thereto, all of Debtor’s interest in domestic and foreign copyrights and all of Debtor’s other rights therein and thereto, of every kind and character, whether now in existence or hereafter to be made or produced, and whether or not in possession of Debtor, including all Film Product Collateral and excluding only the Excluded Assets; provided, however, that anything to the contrary herein notwithstanding, the Collateral shall not include (i) any assets of a Foreign Subsidiary or (ii) in excess of 65% of the Equity Interests in any Foreign Subsidiary. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to such terms in the Amended and Restated Senior Term Loan and Security Agreement by and among Debtor, Platinum Disc, LLC and BHC Interim Funding II, L.P., as such agreement may be amendp~ restated, supplemented or otherwise modified from time to time.

Corporation Se~ice Company FILING OFFICE COPY -- NATIONAL UCC FINANCING STATEMENT AMENDMENT ADDENDUM (FORM UCO3Ad) (REV. 07/29/98) 2311 Cente~ville Rd, Ste. 400 Wilmington, DE 19808 UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS Ifronl and backI CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SENDACKNOWLEDGMENTTO:(NameandAddress) ~Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808

1 2 1 5 2 Q - O 1 O ~ 6 5 9 9

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY la. INITIAL FINANCING STATEMENT FILE # lb. This FINANCING STATEMENT AMENDMENT is

2 0 0 513 0 3 0 5 9 8 Da t e : 0 8 / 0 8 / 2 0 0 6 [] to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

2. [] TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.

3. [7 CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Pad~/authorizing this Continuation Statement is continued for the additional period provided by applicable law.

4. [] ASStGNMENT (futi or pa~tiab: Give name of assignee in item 7a or 7b a~d address of assigrvee i. item 7c; and also give name of assigr~r in item 9.

5. AMENDMENT (PARTY INFORMATION): This Amendment affects [] Debtor ¯_jr [] Secured Party of record. Check only one of these two boxes.

Also check on..._~e of the following three boxes _~ prov~e appropriate information in items 6 andlor 7. rl C HANGE name andJor address: Please refer tothe detailed instructions ]DELETE name: Give record name AD¯ name: Completeitem 7a or 7b, and also item 7c; in reoards to chan~in(]the name/address of a party. to be deleted in item 6a or 6b. B also corn plete items 7e-7~ ~if a pplicableI. 6. CURRENT RECORD INFORMATION: ORGANIZATION’S NAME

FIRST NAME MIDDLE NAME

1 SUFFIX 7. CHANGED (NEVV) OR ADDED INFORMATION: 7a ORGANIZATION’S NAME

OR 7b. INDIVIDUAL’S LAST NAME FIRST NAME MIDDLE NAME SUFFIX

~ MAILING ADDRESS CITY STATE COUNTRY IPOSTAL I CODE 7d SEE INSTRUCTIONS ADD’L INFO RE ] 7e. TYPE OF ORGANIZATION 7[ JURISDICTION OF ORGANIZATION 7g. ORGANIZATIONAL ID #, if any ORGANIZATION DEBTOR I ]NONE

8. AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral Bdeleted or ¯added, or gNeentire[]restated collateraldescriptiorL or d .... ibecollateral 17~ss,gned. All personal property, tangible and intangible, wherever located or situated and whether now owned, presently existing or hereafter acquired or created, including, but not limited to, all goods, accounts, instruments, intercompany obligations, contract rights, partnership and Joint Venture interests, documents, chattel paper, general intangibles, payment intangibles, goodwill, equipment, machinery, inventoryj investment property, owned real estate, copyrights, trademarks, trade names, service marks, service names, insurance proceeds, including but not limited to assignment of keyman life insurance, cash, deposit accounts, letter of credit rights and the Pledged Securities, and any proceeds thereof, products thereof or income therefrom, further (See Attached Addendum)

Debtor: Platinum Discr LLC 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which

adds collateral or adds the authorizing Debtor, or ff this is a Termination authorized by a Debtor, check here [] and enter name of DEBTOR authorizing this Amendment. 9a. ORGANIZATION’S NAME BHC Interim Funding II, L.P. OR 9b INOIVIDUAL"S LAST NAME i FIRST NAME MIDDLE NAME tISUFFIX 10.OPTIONAL FILER REFERENCE DATA 1215 2 9 - 010 3 6 (TK) MN-Secretary Of State Corporation Service Company FILING OFFICE COPY -- UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02) 2711 Centerville Rd. Ste. 400 Wilmington, DE 19808 UCC FINANCING STATEMENTAMENDMENT ADDENDUM FOLLOW INSTRUCTIONS Ifront and backt CAREFULLY 11. INITIAL FINANCING STATEMENT FILE # (same as item la on Amendment form) 200613030598 Date: 08/08/2006

12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as item 9 on Amendment form) 12a. ORGANIZATION’S NAME BHC Interim Funding II, L.P.

OR 12b. INDIVIDUAL’S LAST NAME IMIDDLE NAME,SUFFIX I IFIRSTNAME t 13. Use this space for additional information

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY F~q-Secretary Of State ~IDDITIONAL COLLATERAL DESCRIPTION including but not limited to, all of Debtor’s right, title and interest in and to each and every item of Film Product, all of the properties thereof, tangible and intangible, including but not limited to master prints and master digital copies related thereto, all of Debtor’s interest in the intellectual property related thereto, all of Debtor’s interest in domestic and foreign copyrights and all of Debtor’s other rights therein and thereto, of every kind and character, whether now in existence or hereafter to be made or produced, and whether or not in possession of Debtor, including all Film Product Collateral and excluding only the Excluded Assets; provided, however, that anything to the contrary herein notwithstanding, the Collateral shall not include (i) any assets of a Foreign Subsidiary or (ii) in excess of 65% of the Equity Interests in any Foreign Subsidiary. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to such terms in the Amended and Restated Senior Term Loan and Security Agreement by and among Debtor, Echo Bridge Entertainment, LLC and BHC Interim Funding II, L.P., a~ such agreement may be amended, restated, supplemented or otherwise modified from time to time.

Corporation Se~ice Company FILING OFFICE COPY -- NATIONAL UCC FINANCING STATEMENT AMENDMENT ADDENDUM (FORM UCC3Ad) (REV. 07/29/98) 2qll Cente[ville Rd, Ste. 400 Wilmington, DE 19808 EXHIBIT C

FOREIGN JURISDICTIONS

Echo Bridge Entertainment, Massachusetts and California LLC

Platinum Disc, LLC Wisconsin

13961820.6. BUS INESS EXHIBIT D

MATERIAL CONTRACTS

Echo Bridge Entertainment, LLC

The Asset Purchase Agreement, dated as of September 3, 2003 by and among Sunland Entertainment Co., Inc., Pepin/Mehri Entertainment Group, Inc., and Echo Bridge Entertainment, LLC.

The Asset Purchase Agreement, dated as of September 1, 2004, by and between Echo Bridge Entertainment, LLC and Green Communications, Inc.

The Asset Purchase Agreement, dated as of November 7, 2003, by and between Echo Bridge Entertainment, LLC and Cinetel Films, Inc.

o The Settlement Agreement and General Mutual Release, dated February 10, 1006, among Echo Bridge Entertainment, LLC and Cinetel Films.

o Warrant Agreement, dated as of the date hereof, issued by Echo Bridge Entertainment, LLC in favor of BHC Interim Funding, L.P.

Recapitalization Agreement, dated as of the date hereof, by and among Echo Bridge Entertainment, LLC, CM Equity Partners lI, L.P., CM Equity Partners Co- Investors, L.P., PPM America Capital Partners LLC and other members of Echo Bridge Entertainment, LLC party thereto.

o The Agreement and Plan of Merger, dated as of October l, 2004, by and among Echo Bridge Entertainment, LLC, a Delaware limited liability company, Platinum Disc Acquisition Corp., a Minnesota corporation, Platinum Disc Corporation, a Minnesota corporation and Mr. David Thompson, as amended.

Fourth Amended and Restated Limited Liability Company Operating Agreement of Echo Bridge Entertainment, LLC.

° Credit, Security, Pledge and Guaranty Agreement, dated as of the date hereof, by and among Echo Bridge Entertainment, LLC, Platinum Disc, LLC and JPMorgan Chase Bank, N.A. and the Fundamental Documents (as defined therein).

10. The Employment Agreement, dated as of January 31, 2005 by and between. Echo Bridge Entertainment, LLC and David Thompson, as amended by the Resignation

13961820.6.BUSINESS Agreement, dated as of August 16, 2005 by and between Echo Bridge Entertainment, LLC, Platinum Disc, LLC and David Thompson.

11. The Share Repurchase Agreement, dated as of January 31, 2005 by and between Echo Bridge Entertainment, LLC and David Thompson, as amended by the Resignation Agreement, dated as of August 16, 2005 by and between Echo Bridge Entertainment, LLC, Platinum Disc, LLC and David Thompson.

12. The Resignation Agreement, dated as of August 16, 2005 by and between Echo Bridge Entertainment, LLC, Platinum Disc, LLC and David Thompson.

13. The Settlement Agreement, dated as of December 6, 2006, by and between Echo Bridge Entertainment, LLC, Platinum Disc, LLC and David Thompson.

14. The Separation and General Release Agreement dated as of January 19, 2006 by and between Echo Bridge Entertainment, LLC and Doug Hamilton.

15. The Key Employee Award Agreement, dated as of February l, 2005 by and between Echo Bridge Entertainment, LLC (the "Company") and Egle Zumbakyte (the "Key Employee"), whereby the Company grants to the Key Employee an award of Class D Common Shares.

16. The Key Employee Award Agreement, dated as of February 1, 2005 by and between Echo Bridge Entertainment, LLC (the "Company") and Ilona Johnson (the "Key Employee"), whereby the Company grants to the Key Employee an award of Class D Common Shares.

17. The Key Employee Award Agreement, dated as of February 1, 2005 by and between Echo Bridge Entertainment, LLC (the "Company") and Katie Robblee (the "Key Employee"), whereby the Company grants to the Key Employee an award of Class D Common Shares.

18. The Key Employee Award Agreement, dated as of February 1, 2005 by and between Echo Bridge Entertainment, LLC (the "Company") and CJ Laychak (the "Key Employee"), whereby the Company grants to the Key Employee an award of Class D Common Shares.

19. The Key Employee Award Agreement, dated as of February 1, 2005 by and ’between Echo Bridge Entertainment, LLC (the "Company") and Dan March (the "Key Employee"), whereby the Company grants to the Key Employee an award of Class D Common Shares.

13961820.6.BUSINESS 20. The Key Employee Award Agreement, dated as of August 17, 2006 by and between Echo Bridge Entertainment, LLC (the "Company") and Timothy A. Clott (the "Key Employee), whereby the Company grants to the Key Employee an award of Class D Common Shares.

Platinum Disc, LLC

The Agreement and Plan of Merger, dated as of October 1, 2004, by and among Echo Bridge Entertainment, LLC, a Delaware limited liability company, Platinum Disc Acquisition Corp., a Minnesota corporation, Platinum Disc Corporation, a Minnesota corporation and Mr. David Thompson.

2. Limited Liability Company Operating Agreement of Platinum Disc, LLC

Subsidiary Guaranty executed by Platinum Disc Acquisition, LLC, as Guarantor, for the benefit of Lynx Investment Management, LP, a Delaware limited partnership, and PPM America Capital Partners, LLC, a Delaware limited liability company, the general partner of PPM America Private Equity Fund, LP, a Delaware limited partnership.

The Settlement Agreement and General Release dated as of March 3 l, 2006 by and between EMI Music Special Markets, Platinum Disc, LLC and Echo Bridge Entertainment, LLC, as amended.

The Licensing Agreement dated as of April 12, 2005 by and between Hallmark Entertainment Distribution, LLC and Platinum Disc, LLC, as amended by a Letter Agreement dated March 10, 2006 and the Second Amendment dated September 15, 2006.

The Agreement dated as of July l, 2005 by and between Technicolor Home Entertainment Services, Inc. and Platinum Disc, LLC.

o The Agreement dated as of March 7, 2006 by and between Marvista Entertainment Inc. and Platinum Disc, LLC d/b/a Echo Bridge Home Entertainment.

o The Agreement dated as of February 26, 2004 by and between Crown Media Distribution, LLC and Platinum Disc Corporation, as amended by a letter agreement dated January 14, 2005.

13961820.6.BUSINESS The Agreement dated as of June 1, 2004 by and between Crown Media Distribution, LLC and Platinum Disc Corporation.

13961820.6.BUSINESS EXHIBIT E

FILINGS OF FINANCING STATEMENTS

Debtor Office

Echo Bridge Entertainment, Delaware LLC

Platinum Disc, LLC Minnesota

13961820.6.B USINESS