[FORM S-4 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC. Delaware 7832 26-0303916 One AMC Way Kevin M. Connor, Esq. With copies to: Kirstin P. Salzman Alan J. Prince Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and the satisfaction or waiver of all other conditions under] [, 2016 AMC Entertainment Holdings, Inc. 11500 Ash Street Leawood, KS 66211 RE: Ladies and Gentlemen: AMC Registration Statement SEC Securities Act We have acted as counsel to AMC Entertainment Holdings, Inc. (“ · Shares Merger Agreement Yours very truly, Husch Blackwell LLP EX-5.1 2 a2229581zex-5_1.htm EX-5.1] [Consent of Independent Registered Public Accounting Firm The Board of Directors AMC Entertainment Holdings, Inc.: We consent to the use of our reports dated March 8, 2016, with respect to the consolidated balance sheets of AMC Entertainment Holdings, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-4 of AMC Entertainment Holdings, Inc. of our report dated March 1, 2016, relating to the financial statements of National CineMedia, LLC, appearing in the Annual Report on Form 10-K of AMC Entertainment Holdings, Inc. for the year ended December] [Consent of Independent Auditor We consent to the incorporation by reference in the registration statement on Form S-4 of AMC Entertainment Holdings, Inc. of our report dated February 19, 2016, on our audits of the consolidated financial statements of Digital Cinema Implementation Partners, LLC and Subsidiaries as of December 31, 2015 and 2014 and for each of the three years] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-4 of AMC Entertainment Holdings, Inc. of our reports dated February 29, 2016, relating to the consolidated financial statements and financial statement schedule of Carmike Cinemas, Inc. and subsidiaries, and the effectiveness of Carmike Cinemas, Inc. and subsidiaries’ internal control] [Consent of Independent Auditors The Board of Directors We consent to the incorporation by reference in the registration statement on Form S-4 of AMC Entertainment Holdings, Inc. and subsidiaries of our report dated February 25, 2016, with respect to the consolidated balance sheets of SV Holdco, LLC and subsidiaries as of December 31, 2015 and 2014, and the related consolidated] [SPECIAL MEETING OF STOCKHOLDERS OF CARMIKE CINEMAS, INC. TO BE RECONVENED ON [•], 2016 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS] [CONSENT OF J.P. MORGAN SECURITIES LLC J.P. MORGAN SECURITIES LLC September 26, 2016 EX-99.2 9 a2229581zex-99_2.htm EX-99.2]