Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 37 217K
Pursuant to a Transaction
2: EX-1.1 Underwriting Agreement 21 105K
3: EX-1.5 Underwriting Agreement 70 219K
4: EX-4.1 Instrument Defining the Rights of Security Holders 10 58K
12: EX-4.10 Instrument Defining the Rights of Security Holders 2 17K
5: EX-4.2 Instrument Defining the Rights of Security Holders 17 64K
6: EX-4.4 Instrument Defining the Rights of Security Holders 82 345K
7: EX-4.5 Instrument Defining the Rights of Security Holders 94 342K
8: EX-4.6 Instrument Defining the Rights of Security Holders 30 96K
9: EX-4.7 Instrument Defining the Rights of Security Holders 35 109K
10: EX-4.8 Instrument Defining the Rights of Security Holders 34 108K
11: EX-4.9 Instrument Defining the Rights of Security Holders 31 111K
13: EX-5.1 Opinion re: Legality 7 28K
14: EX-12.1 Statement re: Computation of Ratios 1 12K
15: EX-23.2 Consent of Experts or Counsel 1 8K
16: EX-23.3 Consent of Experts or Counsel 1 9K
17: EX-25.1 Statement re: Eligibility of Trustee 4 23K
18: EX-25.2 Statement re: Eligibility of Trustee 5 23K
19: EX-25.3 Statement re: Eligibility of Trustee 6 33K
EX-5.1 — Opinion re: Legality
| EX-5.1 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 5.1
May 14, 1998
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Re: The Walt Disney Company
Registration Statement on Form S-3
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Dear Ladies and Gentlemen:
We have acted as special counsel to The Walt Disney Company, a
Delaware corporation ("Disney"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on May 14, 1998
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations of the Commission
promulgated under the Securities Act, of the following securities of Disney
with an aggregate initial public offering price of up to $5,000,000,000 or
the equivalent thereof in one or more foreign currencies or composite
currencies: (i) senior, senior subordinated or subordinated debt securities,
in one or more series (the "Debt Securities"), which may be issued under
Indentures (the "Indentures") entered into or proposed to be entered into
among Disney and trustees (the "Trustees") that have been or will be
appointed prior to the issuance of Debt Securities; (ii) shares of Disney
preferred stock, par value $.01 per share (the "Preferred Stock"), in one or
more series, which may also be issued in the form of depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Receipts"); (iii)
shares of Disney common stock, par value $.01 per share (the "Common Stock");
(iv) warrants to purchase Debt Securities (the "Debt Warrants") to be issued
pursuant to a warrant agreement (the "Debt Warrant Agreement") between Disney
and a warrant agent to be appointed prior to the issuance of Debt Warrants;
(v) warrants to purchase Preferred Stock (the "Preferred
Stock Warrants") to be issued pursuant to a warrant agreement (the "Preferred
Stock Warrant Agreement") between Disney and a warrant agent to be appointed
prior to the issuance of Preferred Stock Warrants; and (vi) warrants to
purchase Common Stock (the "Common Stock Warrants" and, together with the
Debt Warrants and the Preferred Stock Warrants, the "Warrants") to be issued
pursuant to a warrant agreement (the "Common Stock Warrant Agreement" and,
together with the Debt Warrant Agreement and the Preferred Stock Warrant
Agreement, the "Warrant Agreements") between Disney and a warrant agent to be
appointed prior to the issuance of Common Stock Warrants. The Debt
Securities, the Preferred Stock, the Depositary Shares and the Warrants are
collectively referred to herein as the "Offered Securities."
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement;
(ii) the form of underwriting agreement filed as an exhibit to the
Registration Statement that may be entered into between or among Disney and
one or more underwriters to be named therein in connection with any offering
of Debt Securities;
(iii) the form of distribution agreement filed as an exhibit to
the Registration Statement that may be entered into between or among Disney
and one or more agents to be named therein in connection with the sale of
certain Debt Securities (the "Distribution Agreement");
(iv) the Indentures or forms thereof filed, or incorporated by
reference, as exhibits to the Registration Statement;
(v) the form of deposit agreement (the "Deposit Agreement") filed
as an exhibit to the Registration Statement that may be entered into among
Disney, a depositary to be appointed by Disney (the "Depositary") and the
holders from time to time of Receipts issued thereunder in connection with
any offering of Depositary Shares, including the form of Receipt evidencing
the Depositary Shares included as Annex A to the Deposit Agreement;
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(vi) the forms of the Warrant Agreements filed as exhibits to the
Registration Statement;
(vii) a specimen certificate representing the Common Stock;
(viii) the Restated Certificate of Incorporation of Disney, as
presently in effect;
(ix) the Amended By-laws of Disney, as presently in effect; and
(x) certain resolutions of the Board of Directors of Disney
adopted at a meeting duly held on April 21, 1998 (the "Board Resolutions")
relating to the issuance and sale of the Offered Securities and related
matters, including a delegation of authority to Disney's Executive Committee
to fix and determine the terms of certain of the Offered Securities.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of Disney and such
agreements, certificates of public officials, certificates of officers or
other representatives of Disney and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by parties
other than Disney, we have assumed that such parties had or will have the
power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of Disney and others.
We do not express any opinion as to the laws of any jurisdiction
other than those of the States of New York and Delaware.
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Based upon and subject to the foregoing, we are of the opinion that:
1. With respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) the authorized officers of Disney have taken all
necessary corporate action to fix and determine the terms of the Offered Debt
Securities in accordance with the Board Resolutions; (ii) the terms of the
Offered Debt Securities and of their issuance and sale have been duly
established in conformity with the Indenture so as not to violate any
applicable law, the Restated Certificate of Incorporation or Amended By-laws
of Disney or result in a default under or breach of any agreement or
instrument binding upon Disney, and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over Disney; (iii) the applicable Indenture has been duly executed and
delivered; and (iv) the Offered Debt Securities have been duly executed and
authenticated in accordance with the terms of the applicable Indenture and
duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the issuance and sale of the Offered Debt Securities
(including any Offered Debt Securities duly issued (A) upon exchange or
conversion of any shares of Preferred Stock that are exchangeable or
convertible into Debt Securities or (B) upon the exercise of any Warrants
exercisable for Debt Securities) will have been duly authorized, and the
Offered Debt Securities will be valid and binding obligations of Disney
entitled to the benefits of the applicable Indenture and enforceable against
Disney in accordance with their terms, except to the extent that (x)
enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now
or hereafter in effect relating to creditors' rights generally, (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (3) requirements that a claim with respect
to any Offered Debt Securities denominated other than in United States
dollars (or a judgment denominated other than in United States dollars in
respect of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law and (4)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency and
(y) the waiver contained in Section 6.12 of the applicable Indenture may be
deemed unenforceable.
2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Board of Directors or the Executive
Committee has taken all necessary corporate action to fix and determine the
terms of the Offered Preferred Stock in accordance with the Board
Resolutions, including the adoption of a Certificate of Designation for such
Preferred Stock in the form required by applicable law; (ii) such
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Certificate of Designation has been duly filed with the Secretary of State of
the State of Delaware; (iii) certificates representing the shares of the
Offered Preferred Stock have been manually signed by an authorized officer of
the transfer agent and registrar for the Preferred Stock and registered by
such transfer agent and registrar, and delivered to the purchasers thereof;
and (iv) Disney receives consideration per share of the Offered Preferred
Stock (A) in such amount (not less than the par value per share) as may be
determined by the Board of Directors or the Executive Committee in the form
of cash, services rendered, personal property, real property, leases of real
property, or a combination thereof or (B) in an amount not less than the
amount of consideration determined to be capital, in any of the above-stated
forms, and a binding obligation of the purchaser to pay the balance of such
purchase price, the issuance and sale of the shares of Offered Preferred
Stock will have been duly authorized, and such shares will be validly issued,
fully paid and nonassessable.
3. With respect to Depositary Shares representing fractional
interests in any series of Preferred Stock, when (i) the Executive Committee
has taken all necessary corporate action to fix and determine the terms of
the Depositary Shares and the related series of Preferred Stock in accordance
with the Board Resolutions, including the adoption of a Certificate of
Designation for such related series of Preferred Stock in the form required
by applicable law; (ii) such Certificate of Designation has been duly filed
with the Secretary of State of the State of Delaware; (iii) the terms of the
Depositary Shares and of their issuance and sale have been duly established
in conformity with the Deposit Agreement so as not to violate any applicable
law, the Restated Certificate of Incorporation or Amended By-laws of Disney
or result in a default under or breach of any agreement or instrument binding
upon Disney, and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over Disney; (iv) the
applicable Deposit Agreement has been duly executed and delivered; (v) the
related series of Preferred Stock has been duly authorized and validly issued
in accordance with the laws of the State of Delaware and delivered to the
Depositary for deposit in accordance with the Deposit Agreement; and (vi) the
Receipts evidencing the Depositary Shares have been duly issued against
deposit of the related series of Preferred Stock with the Depositary in
accordance with the Deposit Agreement, the issuance and sale of the
Depositary Shares will be validly issued and the Receipts will entitle the
holders thereof to the rights specified therein and in the Deposit Agreement.
4. With respect to the shares of Common Stock (the "Offered Common
Stock"), when (i) the Board of Directors or the Executive Committee has taken
all necessary corporate action to authorize the issuance and sale of the
Offered Common Stock in
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accordance with the Board Resolutions; (ii) certificates representing the
shares of the Offered Common Stock in the form of the specimen certificates
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and delivered to the purchasers thereof; and
(iii) Disney receives consideration per share of the Offered Common Stock
(A) in such an amount (not less than the par value per share) as may be
determined by the Board of Directors or the Executive Committee in the form
of cash, services rendered, personal property, real property, leases of real
property, or a combination thereof or (B) in an amount not less than the
amount of consideration determined to be capital, in any of the above-stated
forms, and a binding obligation of the purchaser to pay the balance of such
purchase price, the issuance and sale of the shares of Offered Common Stock
(including any Offered Common Stock duly issued (1) upon exchange or
conversion of any Debt Securities or shares of Preferred Stock that are
exchangeable or convertible into Common Stock or (2) upon the exercise of any
Warrants exercisable for Common Stock) will have been duly authorized, and
such shares will be validly issued, fully paid and nonassessable.
5. With respect to any Warrants (the "Offered Warrants"), when (i)
the Board of Directors or the Executive Committee or the authorized officers
of Disney, as the case may be, have taken all necessary corporate action to
fix and determine the terms of the Offered Warrants in accordance with the
Board Resolutions; (ii) the terms of the Offered Warrants and of their
issuance and sale have been duly established in conformity with the
applicable Warrant Agreement so as not to violate any applicable law, the
Restated Certificate of Incorporation or Amended By-laws of Disney or result
in a default under or breach of any agreement or instrument binding upon
Disney, and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over Disney; (iii) the
applicable Warrant Agreement has been duly executed and delivered; and (iv)
the Offered Warrants have been duly executed and authenticated in accordance
with the terms of the applicable Warrant Agreement and duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor,
the issuance and sale of the Offered Warrants will have been duly authorized,
and the Offered Warrants will be valid and binding obligations of Disney
entitled to the benefits of the applicable Warrant Agreement and enforceable
against Disney in accordance with their terms, except to the extent that
enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now
or hereafter in effect relating to creditors' rights generally, (B) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (C) requirements that a claim with respect
to any Offered Warrants denominated
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other than in United States dollars (or a judgment denominated other than in
United States dollars in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law and (D) governmental authority to limit, delay or prohibit
the making of payments outside the United States or in foreign currency or
composite currency.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-3’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/14/98 | | 1 | | | | | 10-Q |
| | 4/21/98 | | 3 |
| List all Filings |
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