[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMC ENTERTAINMENT HOLDINGS, INC. Delaware 26-0303916 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One AMC Way (Address, including zip code, AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan (Full title of the plan) Kevin M. Connor, Esq. (Name and address, and telephone number, including area] [AMC ENTERTAINMENT HOLDINGS, INC. 2013 EQUITY INCENTIVE PLAN 1. Purpose . The purpose of the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to] [December 17, 2013 AMC Entertainment Holdings, Inc. One AMC Way 11500 Ash Street Leawood, Kansas 66211 Ladies and Gentlemen: Company Registration Statement Act Shares Plan We have acted as counsel to AMC Entertainment Holdings, Inc., a Delaware corporation (the “ Very truly yours, 2 EX-5.1 3 a13-25909_1ex5d1.htm EX-5.1] [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 Denver, Colorado December 17, 2013 EX-23.2 5 a13-25909_1ex23d2.htm EX-23.2] [Consent of Independent Auditors We consent to the incorporation by reference in this Form S-8 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 of the years in the three-year period] [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]