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-5 — Exhibit 5 Opinion of Cravath, Swaine & Moore
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[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
February 26, 2001
AOL Time Warner Inc.,
America Online, Inc., Time Warner Inc.,
Time Warner Companies, Inc.,
Turner Broadcasting System, Inc.
Dear Ladies and Gentlemen:
We have acted as counsel for AOL Time Warner Inc., a Delaware
corporation (the "Company"), America Online, Inc., a Delaware corporation
("America Online"), Time Warner Inc., a Delaware corporation ("Time Warner"),
Time Warner Companies, Inc., a Delaware corporation ("TWC"), and Turner
Broadcasting System, Inc., a Georgia corporation ("TBS" and, together with
America Online, Time Warner and TWC, the "Guarantors"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to (i) debt securities of the Company (the "Debt
Securities"); (ii) the guarantees of the Debt Securities by the Guarantors (the
"Guarantees"); (iii) shares of preferred stock, $.10 par value per share, of the
Company (the "Preferred Stock"); (iv) shares of series common stock, $.01 par
value per share, of the Company (the "Series Common Stock"); (v) shares of
common stock, $.01 par value per share, of the Company (the "Common Stock"); and
(vi) warrants to purchase any of the Debt Securities, shares of the Preferred
Stock, shares of the Series Common Stock or shares of the Common Stock
(collectively, the "Warrants"). The Debt Securities, shares of the Preferred
Stock, shares of the Series Common Stock and shares of the Common Stock are
referred to herein collectively as the "Offered Securities". The Offered
Securities being registered under the Registration Statement will have an
aggregate offering price of up to $10,000,000,000 and will be offered on a
delayed basis
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pursuant to the provisions of Rule 415 under the Securities Act.
Unless otherwise provided in any prospectus supplement forming a part
of the Registration Statement relating to a particular series of the Debt
Securities, the Debt Securities will be issued under an Indenture (the
"Indenture") among the Company, the Guarantors and The Chase Manhattan Bank, as
trustee (the "Trustee"), substantially in the form to be filed as an exhibit to
Amendment No. 1 to the Registration Statement. Any series of the Preferred Stock
or the Series Common Stock will be issued pursuant to a Certificate of
Designations (the "Certificate of Designations") relating to the particular
series of the Preferred Stock or the Series Common Stock.
In connection with the foregoing, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of our opinion, including: (i) the Certificate of
Incorporation of each of the Company, America Online, Time Warner, TWC and TBS;
(ii) the By-laws, as amended to the date hereof, of each of the Company, America
Online, Time Warner, TWC and TBS; (iii) the form of Indenture to be filed as an
exhibit to Amendment No. 1 to the Registration Statement; (iv) the resolutions
of the Board of Directors of the Company authorizing the registration of the
Offered Securities; and (v) the resolutions of the Board of Directors of each of
America Online, Time Warner, TWC and TBS authorizing the registration of the
Guarantees.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto will have become effective and
comply with all applicable laws at the time the Offered Securities are offered
or issued as contemplated by the Registration Statement; (ii) a prospectus
supplement or term sheet will have been prepared and filed with the Commission
describing the Offered Securities offered thereby and will comply with all
applicable laws; (iii) all Offered Securities will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
stated in the Registration Statement and the appropriate prospectus supplement
or term sheet; and (iv) a definitive purchase, underwriting or similar agreement
and any other necessary agreement with respect to any Offered Securities offered
or issued will have been duly authorized and validly executed
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and delivered by the Company, the Guarantors and the other parties thereto, we
are of the opinion as follows:
1. Based solely on a certificate from the Secretary of State of
the State of Delaware, the Company is a corporation validly existing
and in good standing under the laws of the State of Delaware.
2. Based solely on a certificate from the Secretary of State of
the State of Delaware, America Online is a corporation validly existing
and in good standing under the laws of the State of Delaware.
3. Based solely on a certificate from the Secretary of State of
the State of Delaware, Time Warner is a corporation validly existing
and in good standing under the laws of the State of Delaware.
4. Based solely on a certificate from the Secretary of State of
the State of Delaware, TWC is a corporation validly existing and in
good standing under the laws of the State of Delaware.
5. Based solely on a certificate from the Secretary of State of
the State of Georgia, TBS is a corporation legally existing under the
laws of the State of Georgia.
6. With respect to the Debt Securities and the Guarantees related
thereto to be issued under the Indenture, when (A) the Trustee has duly
executed and delivered the Indenture, (B) the Indenture has been
validly executed and delivered by the Company and each of the
Guarantors to the Trustee, (C) the Board of Directors of the Company or
a duly constituted and acting committee thereof (such Board of
Directors or committee thereof being hereinafter referred to as the
"Board") has taken all necessary corporate action to approve the
issuance and terms of a particular series of such Debt Securities, the
terms of the offering thereof and related matters, and (D) such Debt
Securities have been duly executed, authenticated, issued and delivered
in accordance with the provisions of the Indenture and the applicable
definitive purchase, underwriting or similar agreement approved by the
Board upon payment of the consideration therefor provided for therein,
such Debt Securities and such Guarantees will be validly issued and
will constitute valid and binding obligations of the Company and each
of the Guarantors, respectively, enforceable against the Company and
each of the Guarantors, respectively,
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in accordance with their terms (subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws affecting creditors' rights generally from time to time in
effect and subject to general principles of equity, regardless of
whether such is considered in a proceeding in equity or at law).
7. With respect to shares of the Preferred Stock, when both (A)
the Board has taken all necessary corporate action to approve the
issuance and terms of a particular series of shares of the Preferred
Stock, the terms of the offering thereof and related matters, including
the adoption of a Certificate of Designations relating to such shares
of the Preferred Stock and the filing of such Certificate of
Designations with the Secretary of State of the State of Delaware, and
(B) certificates representing such shares of the Preferred Stock have
been duly executed, countersigned, registered and delivered either (i)
in accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the Board upon payment of the
consideration therefor (which consideration is not less than the par
value of the Preferred Stock) provided for therein or (ii) upon
conversion or exercise of any other Offered Security, in accordance
with the terms of such Offered Security or the instrument governing
such Offered Security providing for such conversion or exercise as
approved by the Board, for the consideration approved by the Board
(which consideration is not less than the par value of the Preferred
Stock), then such shares of the Preferred Stock will be validly issued,
fully paid and nonassessable.
8. With respect to shares of the Series Common Stock, when both
(A) the Board has taken all necessary corporate action to approve the
issuance and terms of a particular series of shares of the Series
Common Stock, the terms of the offering thereof and related matters,
including the adoption of a Certificate of Designations relating to
such shares of the Series Common Stock and the filing of a Certificate
of Designations with the Secretary of State of the State of Delaware,
and (B) certificates representing such shares of the Series Common
Stock have been duly executed, countersigned, registered and delivered
either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of
the consideration therefor (which consideration is not less than the
par value of the Series Common Stock)
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provided for therein or (ii) upon conversion or exercise of any other
Offered Security, in accordance with the terms of such Offered Security
or the instrument governing such Offered Security providing for such
conversion or exercise as approved by the Board, for the consideration
approved by the Board (which consideration is not less than the par
value of the Series Common Stock), then such shares of the Series
Common Stock will be validly issued, fully paid and nonassessable.
9. With respect to shares of the Common Stock, when both (A) the
Board has taken all necessary corporate action to approve the issuance
of and the terms of the offering of shares of the Common Stock and
related matters and (B) certificates representing shares of the Common
Stock have been duly executed, countersigned, registered and delivered
either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of
the consideration therefor (which consideration is not less than the
par value of the Common Stock) provided for therein or (ii) upon
conversion or exercise of any other Offered Security, in accordance
with terms of such Offered Security or the instrument governing such
Offered Security providing for such conversion or exercise as approved
by the Board, for the consideration approved by the Board (which
consideration is not less than the par value of the Common Stock), then
such shares of the Common Stock will be validly issued, fully paid and
nonassessable.
Our opinions set forth above in paragraphs 5 and 6, insofar as they
involve matters of the laws of the State of Georgia, are qualified to the extent
that we have relied upon the opinion dated the date hereof of Louise S. Sams,
Esq., Senior Vice President and General Counsel of TBS (the "Sams Opinion"), a
copy of which has been delivered to you, and we have assumed, without
independent investigation, the correctness of, and take no responsibility for,
the Sams Opinion.
We are aware that we are referred to under the heading "Legal Opinions"
in the prospectus forming a part of the Registration Statement and that we may
be referred to under a similar heading in a prospectus supplement filed after
the effective date of the Registration Statement. We hereby consent to such use
of our name therein and the filing of this opinion as Exhibit 5 to Amendment No.
1 to
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the Registration Statement. In giving this consent, we do not hereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
AOL Time Warner Inc.
Time Warner Inc.
Time Warner Companies, Inc.
75 Rockefeller Plaza
New York, NY 10019
America Online, Inc.
22000 AOL Way
Dulles, VA 20166
Turner Broadcasting System, Inc.
One CNN Center
Atlanta, GA 30303
Dates Referenced Herein
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| This ‘S-3/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 2/26/01 | | 1 | | | | | None on these Dates |
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