Attached files
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8-K - FORM 8-K - SPECTRUM MANAGEMENT HOLDING COMPANY, LLC | g27367e8vk.htm |
EX-4.1 - EX-4.1 - SPECTRUM MANAGEMENT HOLDING COMPANY, LLC | g27367exv4w1.htm |
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
1285 Avenue of the Americas
New York, New York 10019-6064
May 26, 2011
Time Warner Cable Inc.
60 Columbus Circle
New York, NY 10023
60 Columbus Circle
New York, NY 10023
Registration Statement on Form S-3ASR (File No. 333-173760)
Ladies and Gentlemen:
We have acted as special counsel to Time Warner Cable Inc., a Delaware corporation (the Company),
TW NY Cable Holding Inc., a Delaware corporation (TW NY), and Time Warner Entertainment Company,
L.P., a Delaware limited partnership (TWE and, together with TW NY, the Guarantors), in
connection with the Registration Statement on Form S-3ASR (File No. 333-173760) (the Registration
Statement), which became effective on April 28, 2011. You have asked us to furnish our opinion as
to the legality of £625,000,000 aggregate principal amount of the Companys 5 3/4% Notes due 2031
(the Notes), including the guarantees endorsed thereon (the Guarantees and, together with the
Notes, the Securities), which are registered under the Registration Statement and which are being
sold today pursuant to an Underwriting Agreement, dated as of May 19, 2011 (the Underwriting
Agreement), by and among the representatives named on Schedule I thereto, as representatives of
the underwriters named on Schedule II thereto (the Underwriters), the Company and the Guarantors.
The Notes and the related Guarantees, are to be issued under an Indenture, dated as of April 9,
2007 (the Base Indenture), by and among the Company, the Guarantors and The Bank of New York
Mellon (formerly known as The Bank of New York), as trustee (the Trustee), as supplemented by the
first supplemental indenture, dated as of April 9, 2007 (the First Supplemental Indenture and,
together with the Base Indenture, the Indenture), among the Company, the Guarantors and the
Trustee and
Time Warner Cable Inc.
pursuant
to resolutions adopted by the Offering Committee of the Company on
May 19,
2011, as authorized by the Companys Board of Directors.
In connection with the furnishing of this opinion, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of the following documents:
1. the Registration Statement;
2. the preliminary prospectus supplement dated May 19, 2011;
3. the pricing term sheet dated May 19, 2011 set forth on Schedule III to the Underwriting
Agreement;
4. the final prospectus supplement dated May 19, 2011 (the Final Prospectus);
5. the Underwriting Agreement;
6. the Indenture; and
7. the form of Notes to be issued on the date of this letter (including the Guarantees.
In addition, we have examined (i) such corporate or partnership records of the Company, TWE and
TW NY that we have considered appropriate, including a copy of the second amended and restated
certificate of incorporation, as amended, and by-laws, as amended of the Company, the amended and
restated certificate of incorporation and by-laws, as amended, of TW NY and the certificate of
limited partnership, as amended or restated, and partnership agreement, as amended or restated, of
TWE, each certified by the Company and each such Guarantor as in effect on the date of this letter,
(ii) the organizational documents of the general partners of TWE and their direct or indirect
general partners or managing or sole members (collectively, the TWE General Partners),
(iii) copies of resolutions of the board of directors of the Company, the sole director of TW NY
and the TWE General Partners relating to the issuance of the Notes, certified by the Company and
such Guarantors, and (iv) such other certificates, agreements and documents as we deemed relevant
and necessary as a basis for the opinions expressed below.
We have also relied upon oral and written statements of officers and representatives of the
Company, the representations and warranties of the Company made in the Underwriting Agreement as to
factual matters and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of
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Time Warner Cable Inc.
all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or other documents, the
authenticity of all such latter documents and that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we have examined are accurate and
complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are
of the opinion that:
1. The Notes, when duly authenticated by the Trustee, and duly issued and delivered by the
Company against payment as provided in the Underwriting Agreement, will constitute valid and
legally binding obligations of the Company, enforceable against the Company in accordance with
their terms, except that the enforceability of the Notes may be subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors
rights generally and subject to general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law).
2. When the Notes are duly issued and delivered by the Company against payment as provided in
the Underwriting Agreement, the Guarantee of each Guarantor will be a valid and legally binding
obligation of each such Guarantor, enforceable against each of the Guarantors in accordance with
their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors
rights generally and subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
As of the date of the opinions expressed above, a judgment for money in an action based on a
Security denominated in a foreign currency or currency unit in a Federal or state court in the
United States ordinarily would be enforced in the United States only in United States dollars. The
date used to determine the rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend on various factors,
including which court renders the judgment. A state court in the State of New York rendering a
judgment on such Security would be required under Section 27 of the New York Judiciary Law to
render such judgment in the foreign currency in which the Security is denominated, and such
judgment would be converted into United States dollars at the exchange rate prevailing on the date
of entry of the judgment. A Federal court sitting in New York with diversity jurisdiction over a
dispute arising in connection with the Securities would apply the foregoing New York law.
The opinions expressed above are limited to the laws of the State of New York, the Delaware General
Corporation Law, the Revised Uniform Limited Partnership
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Time Warner Cable Inc.
Act of the State of Delaware, the Delaware
Limited Liability Company Act and the federal laws of the United States of America. Our opinions
are rendered only with respect to the laws, and the rules, regulations and orders under those laws,
that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use
of our name under the heading Legal Matters in the base prospectus included in the Registration
Statement and in the Final Prospectus. In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required by the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, |
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/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP | ||||
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP | ||||
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