Hollywood Entertainment Corp Watch

from 8-K ~20 pages Hollywood Entertainment Corporation $225,000,000 9.625% Senior Subordinated Notes Due 2011 Underwriting Agreement

from 8-K ~20 pages Hollywood Entertainment Corporation 7,000,000 Shares Common Stock (No Par Value) Underwriting Agreement

from S-8 1 page Exhibit 5.1 August 14, 2001 Board of Directors Hollywood Entertainment Corporation 9275 S.W. Peyton Lane Wilsonville, Oregon 97070 We Have Acted as Counsel for Hollywood Entertainment Corporation (The "Company") in Connection With the Filing of a Registration Statement on Form S-8 (The "Registration Statement") Under the Securities Act of 1933, as Amended, Covering 9,000,000 Shares of Common Stock of the Company (The "Shares") Issuable in Connection With the Company's 2001 Stock Incentive Plan (The "Plan"). We Have Reviewed the Corporate Actions of the Company in Connection With This Matter and Have Examined Those Documents, Corporate Records, and Other Instruments We Deemed Necessary for the Purposes of This Opinion. Based on the Foregoing, It Is Our Opinion That: 1. the Company Is a Corporation Duly Organized and Validly Existing Under the Laws of the State of Oregon; and 2. the Shares Have Been Duly Authorized And, When Issued Pursuant to the Plan and in Accordance With the Resolutions Adopted by the Board of Directors of the Company, Will Be Legally Issued, Fully Paid, and Nonassessable. We Hereby Consent to the Filing of This Opinion as an Exhibit to the Registration Statement. Very Truly Yours, Stoel Rives Llp

from 8-K ~20 pages Exhibit 10.1 Credit Agreement Amendment

from 10-Q ~10 pages Exhibit 10.1 2001 Stock Incentive Plan

from 10-K ~5 pages Exhibit 10.6 - Yapp Seperations

from S-3 ~50 pages Underwriting Agreement