Morgan, Lewis and Bockius LLP
New York, NY 10178
December 10, 2014
The New York Times Company
620 Eighth Avenue
New York, NY 10018
||Registration Statement on Form S-3 ASR (Reg. No. 333-194161) |
Ladies and Gentlemen:
We have acted as counsel for The New York Times Company, a New York corporation (the Company), in connection with the above-referenced
Registration Statement (the Registration Statement) which has been filed by the Company under the Securities Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the Commission).
Pursuant to the Registration Statement, the Company is offering up to 559 shares (the Shares) of Class A common stock, par value $0.10 per share that may be issued upon the exercise of 559 warrants (the Warrants)
outstanding under the Preemptive Rights Warrant Agreement, dated February 10, 2009, between the Company and Mellon Investor Services LLC (the Warrant Agreement). This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our
satisfaction, of (i) the certificate of incorporation of the Company, (ii) the by-laws of the Company, (iii) the Warrant Agreement, (iv) the Registration Statement, (v) the prospectus included in the Registration Statement,
as supplemented by the Prospectus Supplement dated December 10, 2014, which was filed by the Company on December 10, 2014, pursuant to Rule 424(b)(2) promulgated under the Securities Act, and (vi) such other documents and records as
we deemed appropriate for purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of the documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of all documents
submitted to us as copies.
As to any facts that are material to the opinions hereinafter expressed, we have relied without investigation upon
certificates of officers of the Company.
Based on the foregoing, we are of the opinion that the Shares, when issued upon the exercise of Warrants in
accordance with the terms thereof, will be validly issued, fully paid and non-assessable.
Our opinions expressed above are subject to the following limitations, exceptions, qualifications and
The opinions expressed herein are limited to New York law and we express no opinion as to laws of any other jurisdiction.
This opinion is effective only as of the date hereof. We do not assume responsibility for updating this opinion as of any date subsequent to its date, and we
assume no responsibility for advising you of any changes with respect to any matters described in this opinion that may occur, or facts that may come to our attention, subsequent to the date hereof.
We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption
Legal Matters in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the
rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP