Attached files
| file | filename |
|---|---|
| S-1 - CCI FORM S-1 - CHARTER COMMUNICATIONS, INC. /MO/ | body.htm |
| EX-21.1 - EXHIBIT 21.1 - CHARTER COMMUNICATIONS, INC. /MO/ | exhibit21_1.htm |
| EX-23.1 - EXHIBIT 23.1 - CHARTER COMMUNICATIONS, INC. /MO/ | exhibit23_1.htm |
| EX-10.2(F) - EXHIBIT 10.2(F) - CHARTER COMMUNICATIONS, INC. /MO/ | exhibit10_2f.htm |
| EX-10.2(G) - EXHIBIT 10.2(G) - CHARTER COMMUNICATIONS, INC. /MO/ | exhibit10_2g.htm |
| EX-10.3(G) - EXHIBIT 10.3(G) - CHARTER COMMUNICATIONS, INC. /MO/ | exhibit10_3g.htm |
| EX-10.3(F) - EXHIBIT 10.3(F) - CHARTER COMMUNICATIONS, INC. /MO/ | exhibit10_3f.htm |
Exhibit 5.1
Charter
Communications, Inc.
12405
Powerscourt Drive, Suite 100
St.
Louis, Missouri 63131
Re: Registration
Statement of Charter Communications, Inc. on Form S-1
Ladies
and Gentlemen:
We are acting as special counsel to
Charter Communications, Inc., a Delaware corporation (the “Company”), in
connection with the proposed registration by the Company of shares of its Class
A common stock, par value $0.001 per share (the “Common Stock”), pursuant to a
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission (the “Commission”) on December 30, 2009 under the Securities Act
of 1933, as amended (the “Act”) (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the “Registration Statement”). The
shares of Common Stock to be sold by the selling stockholders identified in the
Registration Statement are referred to herein as the “Shares.”
In that connection, 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 for the purposes of this opinion, including (i) the Amended and
Restated Certificate of Incorporation (the “Restated Charter”) of the Company in
the form filed as Exhibit 3.1 to the Registration Statement; (ii) the
Amended and Restated By-laws (the “By-laws”) of the Company in the form filed as
Exhibit 3.2 to the Registration Statement; (iii) the Debtors’ Joint
Plan of Reorganization (the "Plan") filed pursuant to Chapter 11 of the United
States Bankruptcy Code in the form filed as Exhibit 10.34 to the Registration
Statement; (iv) resolutions of the Board of Directors of the Company (the
“Resolutions”); (v) the Confirmation Order confirming the Plan entered by
the United States Bankruptcy Court for the Southern District of New York on
November 17, 2009; and (vi) the Registration Statement.
For purposes of this opinion, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto and the due authorization, execution and delivery of all
documents by the parties thereto. We relied upon statements and representations
of officers and other representatives of the Company and others as to factual
matters.
Based upon and subject to the foregoing
qualifications, assumptions and limitations and the further limitations set
forth below, when the Registration Statement becomes effective under the
Act, the Shares will be duly authorized and validly issued, fully paid and
non-assessable.
Our opinion expressed above is subject
to the qualifications that we express no opinion as to the applicability of,
compliance with, or effect of any laws except the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement.
We also consent to the reference to our firm under the heading “Legal
Matters”
in the Registration Statement. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission.
This opinion is limited to the specific
issues addressed herein, and no opinion may be inferred or implied beyond that
expressly stated herein.
This opinion is furnished to you in
connection with the filing of the Registration Statement.
Very
truly yours,
/s/ Kirkland
& Ellis LLP
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