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EX-5.1 - OPINION OF SULLIVAN AND CROMWELL LLP - J2 GLOBAL, INC.exh5-1_17430.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
CURRENT REPORT
 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report  (Date of earliest event reported)   November 27, 2012
 
  
j2 Global, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
0-25965
(Commission
File Number)
 
51-0371142
(IRS Employer
Identification No.)

6922 Hollywood Blvd.
Suite 500
Los Angeles, California  90028
(Address of principal executive offices)

(323) 860-9200
(Registrant's telephone number, including area code)
 
 
(Former name or former address, if changed since last report)
  
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 
 
 
Item 8.01.            Other Events.
 
On October 23, 2012, j2 Global, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) the prospectus (the “Prospectus”) relating to the offer by the Company to exchange any and all of its unregistered 8.000% Senior Notes due 2020 that were issued on July 26, 2012, for up to $250,000,000 aggregate principal amount of 8.000% Senior Notes due 2020, which are registered under the Securities Act of 1933, as amended.  The Prospectus forms a part of the Company’s Registration Statement on Form S-4 (File No. 333-184119) which was filed with the SEC on September 26, 2012 and declared effective by the SEC on October 22, 2012 (the “Registration Statement”).  The Company is filing the item included as Exhibit 5.1 to this Current Report on Form 8-K for the purpose of incorporating such item as an exhibit to the Registration Statement.
 

 
 
 
Item 9.01.            Financial Statements and Exhibits.
 
(d)    Exhibits
 
Exhibit
Number
   
Description
5.1
 
 
Opinion of Sullivan and Cromwell LLP
 
 
 
 
 
 
 
 
 
 
 
 

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
 
    
j2 Global, Inc.
(Registrant)
 
   
   
Date:   November 27, 2012
By:
/s/ Jeffrey D. Adelman
   
Jeffrey D. Adelman
Vice President, General Counsel and Secretary
 
 
 
 
 
 
 
 
 
 
 

 
EXHIBITS
 
 
 
 
Exhibit
Number
   
Description
5.1
 
 
Opinion of Sullivan and Cromwell LLP