Exhibit 5
August 29, 2008
Cinemark Holdings, Inc.
3900 Dallas Parkway, Suite 500
Plano, Texas 75093
3900 Dallas Parkway, Suite 500
Plano, Texas 75093
| Re: | Cinemark Holdings, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special counsel to Cinemark Holdings, Inc, a Delaware corporation (the
“Company”), in connection with a Registration Statement on Form S-8 of the Company (the
“Registration Statement”), being filed on the date hereof with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed
issuance of up to 10,022,630 shares (the “Shares”) of the Company’s common stock, par value $0.001
per share (“Common Stock”), authorized for issuance pursuant to the Amended and Restated Cinemark
Holdings, Inc. 2006 Long Term Incentive Plan (the “Plan”). This opinion is being furnished in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and
other certificates and documents of officials of the Company, public officials and others as we
have deemed appropriate for purposes of this letter. 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, and the conformity to authentic original documents of all copies submitted to
us as conformed, certified or reproduced copies. We have also assumed that (i) the certificates
for the Shares will conform to the specimen thereof filed as an exhibit to the Registration
Statement and upon issuance will have been duly countersigned by the transfer agent and duly
registered by the registrar for the Common Stock or, if uncertificated, valid book-entry
notations for the issuance of the Shares in uncertificated form will have been duly made in the
share register of the Company, (ii) each award agreement setting forth the terms of each
award granted pursuant to the Plan is consistent with the Plan and has been duly authorized and
validly executed and delivered by the parties thereto, (iii) at the time of each issuance of
Shares, there will be sufficient shares of Common Stock authorized for issuance under the Company’s
second amended and restated certificate of incorporation that have not otherwise been issued or
reserved or committed for issuance, and (iv) the price per share paid for Shares issued pursuant to
the Plan is not less than the par value of the Shares. As to various questions of fact relevant to
this letter, we have relied, without independent investigation, upon certificates of public
officials and certificates of officers of the Company, all of which we assume to be true, correct
and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and
limitations stated herein, we are of the opinion that when the Shares have been issued and
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