[AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC. Delaware (State or other jurisdiction of 7832 (Primary Standard Industrial 26-0303916 (I.R.S. Employer One AMC Way Kevin M. Connor, Esq. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications to: Approximate date of commencement of proposed sale to public: o] [767 Fifth Avenue November 8, 2013 AMC Entertainment Holdings, Inc. One AMC Way Ladies and Gentlemen: Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares, when issued and sold as contemplated in the Registration Statement, and upon payment and delivery in accordance with the Agreement, will be validly issued, fully] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report dated August 27, 2013 with respect to the consolidated balance sheets of AMC Entertainment Holdings, Inc. as of December 31, 2012 and March 29, 2012, and the related consolidated statements of operations, comprehensive earnings (loss), stockholders’ equity, and cash] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement #333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated March 20, 2013 related to the financial statements of National CineMedia, LLC appearing in the Prospectus, which is part of this Registration Statement. We also consent to] [Consent of Independent Auditors We consent to the inclusion in this Amendment No. 2 to Registration Statement No. 333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated February 20, 2013, on our audits of the consolidated financial statements of Digital Cinema Implementation Partners, LLC and Subsidiaries as of December 31, 2012 and 2011 and for each] [Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated February 6, 2013, with respect to the consolidated balance sheets of Open Road Releasing, LLC as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the years in the two-year]