Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Aol Time Warner Et Al 42 214K
2: EX-1 Exhibit 1.1 Underwriting Agreement 33 114K
3: EX-1 Exhibit 1.2 Underwriting Agreement 31 101K
4: EX-4 Exhibit 4.1 109 345K
5: EX-5 Exhibit 5 Opinion of Cravath, Swaine & Moore 6 21K
6: EX-23 Exhibit 23.1 3 12K
EX-23 — Exhibit 23.1
| EX-23 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement on Form S-3 (No. 333-54518) and related
Prospectus of AOL Time Warner Inc. for the registration of (i) its debt
securities, preferred stock, series common stock, common stock and warrants, and
(ii) the guarantees of the debt securities by America Online, Inc. ("America
Online"), Time Warner Inc., Time Warner Companies, Inc. and Turner Broadcasting
System, Inc., and to the incorporation by reference therein of our report dated
July 20, 2000, with respect to the consolidated financial statements of America
Online included in its Annual Report on Form 10-K for the year ended June 30,
2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
February 20, 2001
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement on Form S-3 (No. 333-54518) and related
Prospectus of AOL Time Warner Inc. ("AOL Time Warner") for the registration of
(i) its debt securities, preferred stock, series common stock, common stock and
warrants, and (ii) the guarantees of the debt securities by America Online,
Inc., Time Warner Inc., Time Warner Companies, Inc. and Turner Broadcasting
System, Inc., and to the incorporation by reference therein of our report dated
January 18, 2001, with respect to the consolidated balance sheet of AOL Time
Warner as of December 31, 2000, included in its Current Report on Form 8-K/A
dated January 11, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
February 20, 2001
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement on Form S-3 (No. 333-54518) and related
Prospectus of AOL Time Warner Inc. for the registration of (i) its debt
securities, preferred stock, series common stock, common stock and warrants, and
(ii) the guarantees of the debt securities by America Online, Inc., Time Warner
Inc. ("Time Warner"), Time Warner Companies, Inc. and Turner Broadcasting
System, Inc., and to the incorporation by reference therein of our reports dated
(a) January 31, 2001, with respect to the consolidated financial statements,
schedule and supplementary information of Time Warner and the consolidated
financial statements and schedules of Time Warner Entertainment Company, L.P.
("TWE") and Warner Communications Inc., and the consolidated financial
statements of American Television and Communications Corporation included in AOL
Time Warner's Current Report on Form 8-K/A, dated January 11, 2001, and
(b) February 2, 2000, with respect to the consolidated financial statements,
schedule and supplementary information of Time Warner and the consolidated
financial statements and schedule of TWE included in Time Warner's Annual
Report on Form 10-K, as amended, for the year ended December 31, 1999, each as
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
February 20, 2001
Dates Referenced Herein and Documents Incorporated by Reference
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