Exhibit 5.1
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| | 601 Lexington Avenue New York, NY 10022 (212) 446-4800 www.kirkland.com | | Facsimile:
(212) 446-4900 |
December 4, 2020
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
400 Atlantic Street, 10th Floor
Stamford, Connecticut 06901
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (“CCO Capital” and, together with CCO, the “Issuers”), CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and each of the other entities listed on Exhibit A hereto (together with the Company, the “Guarantors”) in connection with the issuance and sale by the Issuers of (i) $1,000,000,000 in aggregate principal amount of 2.300% Senior Secured Notes due 2032 (the “2032 Notes”), (ii) $1,350,000,000 in aggregate principal amount of 3.850% Senior Secured Notes due 2061 (the “2061 Notes”) and (iii) $650,000,000 in aggregate principal amount of 3.700% Senior Secured Notes due 2051 (the “Additional 2051 Notes” and, together with the 2032 Notes and the 2061 Notes, the “Notes”)under the Securities Act of 1933, as amended (the “Securities Act”), which are guaranteed by the Guarantors (the “Guarantees”).
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 certificates of incorporation, certificates of formation, bylaws, limited liability company agreements and other organizational documents of the Issuers and the Guarantors, as applicable, (ii) the registration statement on Form S-3 (No. 333-222241) initially filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2017 (as amended by Amendment No. 1 thereto, filed August 13, 2018, and Amendment No. 2 thereto, filed June 24, 2019, the “Registration Statement”), (iii) the indenture, dated as of July 23, 2015 (the “Base Indenture”), by and among the Issuers, CCO Safari II, LLC, a Delaware limited liability company, and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), as supplemented by the sixteenth supplemental indenture thereto, dated as of April 17, 2020 (the “Sixteenth Supplemental Indenture”) and the eighteenth supplemental indenture thereto, dated as of the date hereof (the “Eighteenth Supplemental Indenture” and, together with the Sixteenth Supplemental Indenture and Base Indenture, the “Indenture”), by and among the Issuers, the Guarantors, the Trustee and the Collateral Agent, and (iv) copies of the Notes.
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