Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 S-4 Exchange Offer 203 1.25M
2: EX-1.1 Underwriting Agreement 21 111K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 77 286K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 13 41K
5: EX-4.1 Instrument Defining the Rights of Security Holders 132 304K
6: EX-4.2 Instrument Defining the Rights of Security Holders 24 54K
7: EX-4.3 Instrument Defining the Rights of Security Holders 196 436K
8: EX-4.4 Instrument Defining the Rights of Security Holders 9 25K
9: EX-4.5 Instrument Defining the Rights of Security Holders 21 101K
10: EX-5.1 Opinion re: Legality 5 26K
11: EX-5.2 Opinion re: Legality 7 35K
12: EX-10.1 Material Contract 77 264K
13: EX-10.2 Material Contract 13 33K
14: EX-12.1 Statement re: Computation of Ratios 2± 14K
15: EX-23.1 Consent of Experts or Counsel 1 8K
16: EX-25.1 Statement re: Eligibility of Trustee 8 32K
17: EX-99.1 Miscellaneous Exhibit 12 50K
26: EX-99.10 Miscellaneous Exhibit 2 13K
18: EX-99.2 Miscellaneous Exhibit 12 51K
19: EX-99.3 Miscellaneous Exhibit 3 15K
20: EX-99.4 Miscellaneous Exhibit 4 16K
21: EX-99.5 Miscellaneous Exhibit 2 14K
22: EX-99.6 Miscellaneous Exhibit 2 14K
23: EX-99.7 Miscellaneous Exhibit 2 15K
24: EX-99.8 Miscellaneous Exhibit 3 15K
25: EX-99.9 Miscellaneous Exhibit 2 13K
EX-5.1 — Opinion re: Legality
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February 9, 1998
Page 1
Exhibit 5.1
February 9, 1998
Credit Suisse First Boston Corporation
BancAmerica Robertson Stephens
BancBoston Securities, Inc.
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
We have served as special Illinois counsel for 21st Century Telecom Group,
Inc. (the "Company") in connection with the issuance and sale by the Company to
Credit Suisse First Boston ("CSFB"), BancAmerica Robertson Stephens
("BancAmerica"), BancBoston Securities, Inc. ("BancBoston"), (together with CSFB
and BancAmerica, the "Initial Purchasers"), of $200,000,000 in aggregate initial
principal amount of its 12-1/4% Senior Discount Notes Due 2008 (the "Notes")
with a principal amount at maturity of $363,135,000 and 50,000 Units (the
"Units"), each consisting of one share of its 13-3/4% Senior Cumulative
Exchangeable Preferred Stock due 2010 (the "Exchangeable Preferred Stock") and
one Warrant (each, a "Warrant") to purchase 8.7774 shares of common stock, no
par value (the "Common Stock") of the Company at an exercise price of $.01 per
share. The Company may, at its option (on any scheduled dividend payment date),
exchange all but not less than all the shares of Exchangeable Preferred Stock
then outstanding for the Company's 13-3/4% Subordinated Exchange Debentures Due
2010 (the "Exchange Debentures"). The Notes and the Units are collectively
referred to herein as the "Offered Securities" and are offered pursuant to (i) a
Purchase Agreement dated February 2, 1998 by and among the Company and the
Initial Purchasers (the "Purchase Agreement"), (ii) an Indenture (the "Note
Indenture") dated as of February 15, 1998 by and between the Company and State
Street Bank and Trust Company, as trustee
February 9, 1998
Page 2
(the "Trustee"), (iii) an Indenture (the "Exchange Indenture") dated as of
February 15, 1998 by and between the Company and IBJ Schroder Bank & Trust
Company, as Trustee, (iv) a Warrant Agreement (the "Warrant Agreement") dated as
of February 15, 1998 by and between the Company and Boston Equiserve Trust
Company, N.A., and (v) a Registration Rights Agreement dated as of February 15,
1998 by and among the Company and the Initial Purchasers (the "Registration
Rights Agreement"). This opinion is being rendered at the request of the Company
and pursuant to Section 6(c) of the Purchase Agreement. Terms defined in the
Purchase Agreement and not otherwise defined herein are used herein as so
defined.
As such counsel, we have examined originals or copies of (i) the Articles
of Incorporation, as amended, of the Company, including the Articles of
Amendment filed with the of Office of the Secretary of State of the State of
Illinois on the date hereof, (ii) the By-laws, as amended, of the Company, (iii)
certain resolutions of the Board of Directors and shareholders of the Company,
(iv) copies, represented to us as true, accurate and complete of the Note
Indenture and Exchange Indenture (the "Indentures"), the Purchase Agreement, the
Warrant Agreement, and the Registration Rights Agreement (collectively, the
"Operative Documents"), and (v) such other documents and records as we have
deemed necessary and relevant for the purposes hereof. In addition, we have
relied on certificates of public officials and of officers of the Company as to
certain matters of fact relating to this opinion and have made such
investigations of the law as we have deemed necessary and relevant as a basis
hereof.
We have assumed the genuineness of all signatures, the authenticity of all
documents and records submitted to us as originals, and the conformity to
original documents and records of all documents and records submitted to us as
copies.
For purposes of this letter and our opinions set forth below, the word
"knowledge" refers only to the actual knowledge of attorneys in this firm who
performed services in connection with the transactions contemplated by the
Operative Documents without any investigation other than those investigations
specifically referenced above.
We are members of the bar of the State of Illinois, and do not express any
opinion with respect to the laws or regulations
February 9, 1998
Page 3
of any jurisdiction other than the laws and regulations of the State of
Illinois, all as in effect on the date hereof.
Based on the foregoing and subject to the limitations and assumptions set
forth herein, it is our opinion that:
1. The Company has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Illinois, with corporate power
and authority to own its properties and conduct its business as described
in the Offering Document and the Company is duly qualified to do business
as a foreign corporation in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business
requires such qualifications.
2. Each of the Indentures, the Warrant Agreement and the Registration Rights
Agreement has been duly authorized, executed and delivered by the Company.
The Notes and the Warrants have been duly authorized, executed,
authenticated, issued and delivered.
3. The Warrants are exercisable for shares of Common Stock of the Company in
accordance with the terms of the Warrant Agreement, the shares of such
Common Stock initially issuable upon exercise of the Warrants have been
duly authorized and reserved for issuance upon such exercise and, when
issued upon such exercise, will be validly issued, fully paid and
nonassessable. The Capital Stock of the Company conforms to the
description thereof contained in the Offering Document. The holders of
capital stock of the Company or instruments convertible into or exercisable
for shares of capital stock of the Company have no preemptive rights or
rights to have "anti-dilution" or similar adjustments made in connection
with the issuance of the Warrants or the Common Stock.
4. The Exchangeable Preferred Stock has been duly authorized and upon issuance
thereof in accordance with the Offering Document will be validly issued,
fully paid and nonassessable and the stockholders of the Company have no
preemptive rights with respect to the Exchange Preferred Stock.
February 9, 1998
Page 4
5. No consent, approval, authorization or order of, or filing with, any
Illinois governmental agency or body or any court is required for the
execution, delivery and performance of the Operative Documents by the
Company for the consummation of the transactions contemplated by the
Operative Documents by the Company, or for the issuance by the Company of
the Exchangeable Preferred Stock except those that have been obtained and
except such as may be required under state securities laws and other than
as may be required under the Securities Act and the Rules and Regulations
of the Commission thereunder with respect to the Registration Rights
Agreement.
6. The execution, delivery and performance of the Operative Documents and the
issuance and sale of the Offered Securities and compliance with the terms
and provisions thereof will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any statute,
any rule, regulation or, to our knowledge, any order of any Illinois
governmental agency or body or any court having jurisdiction over the
Company or any subsidiary of the Company or any of their properties, or any
agreement or instrument to which the Company or any subsidiary is, to our
knowledge, a party or by which the Company or any such subsidiary is, to
our knowledge, bound or, to our knowledge, to which any of the properties
of the Company or any such subsidiary is subject, or the charter or by-laws
(or other organizational documents) of the Company or any such subsidiary,
and the Company has full power and authority to authorize, issue and sell
the Offered Securities as contemplated by the Purchase Agreement.
7. The Purchase Agreement has been duly authorized, executed and delivered by
the Company.
8. During the course of our representation of the Company, nothing has come to
our attention which would lead us to believe that:
(i) The Company or any of its subsidiaries are not in compliance in any
material respect with the material terms and conditions of each license,
franchise or other governmental authorization;
February 9, 1998
Page 5
(ii) The license, franchises and other governmental authorization of the
Company and its subsidiaries are not currently valid or not in full force and
effect, or that there is any investigation, notice or apparent liability,
violation, forfeiture or other order or complaint issued by or before any court
or registration body, or of any other proceedings (other than proceedings
relating to the telecommunications industry generally) which could in any manner
materially threaten or adversely affect the validity or continued effectiveness
of any of the licenses, franchises or other governmental authorizations; or
(iii) Any event has occurred which (x) results in, or after notice or
lapse of time, or both, would result in, revocation, suspension, adverse
modification, non-renewal, impairment, restriction or termination of, or of the
forfeiture with respect to, any license, franchise or other governmental
authorization, or (y) materially and adversely affects or could reasonably be
expected in the future to materially adversely affect any of the rights of the
Company or any of its subsidiaries thereunder.
This opinion speaks strictly as of its date and we undertake no
obligation to update it or to advise you of any changes in our opinions in
the event of changes in applicable law or facts or if additional or newly
discovered information is brought to our attention. This opinion may not be
used or relied upon by any person other than you without our prior written
consent. This opinion is limited to the matters stated herein, and no
opinion may be inferred or implied beyond the matters expressly stated
herein.
Very truly yours,
Neal Gerber & Eisenberg
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/3/98 | | | | | | | None on these Dates |
| | 2/15/98 | | 1 | | 2 |
| | 2/9/98 | | 1 | | 5 |
| | 2/2/98 | | 1 |
| List all Filings |
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