Exhibit 5.1
January 21, 2005
WMG Acquisition Corp.
75 Rockefeller Plaza
New York, NY 10019
Ladies and Gentlemen:
We have acted as counsel to WMG Acquisition Corp., a Delaware corporation (the “Company”), and to the guarantors listed on Schedule 1 hereto (individually, a “Covered Guarantor” and collectively, the “Covered Guarantors”) and the guarantor listed on Schedule II hereto (the “Excluded Guarantor” and together with the Covered Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $465,000,000 aggregate principal amount of 73/8% Senior Subordinated Notes due 2014 and £100,000,000 aggregate principal amount of 81/8% Senior Subordinated Notes due 2014 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of April 8, 2004 (the “Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Exchange Securities will be offered by the Company in exchange for $465,000,000 aggregate principal amount of its outstanding 73/8% Senior Subordinated Notes due 2014 and £100,000,000 aggregate principal amount of its outstanding 81/8% Senior Subordinated Notes due 2014 (the “Securities”).
We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates
or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Covered Guarantors enforceable against the Covered Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (1) the law of the State of California, (2) the law of the State of Wyoming and (3) the law of the State of Tennessee, we have relied upon (x) the opinion of Gelfand Stein & Wasson LLP, (y) the opinion of Holland & Hart LLP and (z) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, respectively, each dated the date hereof.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), and to the extent set forth herein the laws of the State of California, Wyoming and Tennessee.
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We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT LLP
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Schedule 1
Covered Guarantors
Subsidiary | | Jurisdiction |
| | |
A.P. Schmidt Company | | Delaware |
Atlantic Recording Corporation | | Delaware |
Atlantic/143 L.L.C. | | Delaware |
Atlantic/MR II INC. | | Delaware |
Atlantic/MR Ventures Inc. | | Delaware |
Big Beat Records Inc. | | Delaware |
Big Tree Recording Corporation | | Delaware |
Bute Sound LLC | | Delaware |
Cafe Americana Inc. | | Delaware |
Chappell & Intersong Music Group (Australia) Limited | | Delaware |
Chappell And Intersong Music Group (Germany) Inc. | | Delaware |
Chappell Music Company, Inc. | | Delaware |
Cota Music, Inc. | | New York |
Cotillion Music, Inc. | | Delaware |
CPP/Belwin, Inc. | | Delaware |
CRK Music Inc. | | Delaware |
E/A Music, Inc. | | Delaware |
Eleksylum Music, Inc. | | Delaware |
Elektra Entertainment Group Inc. | | Delaware |
Elektra Group Ventures Inc. | | Delaware |
Elektra/Chameleon Ventures Inc. | | Delaware |
Fiddleback Music Publishing Company, Inc. | | Delaware |
Foz Man Music LLC | | Delaware |
Inside Job, Inc. | | New York |
Intersong U.S.A., INC. | | Delaware |
Jadar Music Corp. | | Delaware |
Lava Trademark Holding Company LLC | | Delaware |
LEM America, INC. | | Delaware |
London-Sire Records Inc. | | Delaware |
McGuffin Music Inc. | | Delaware |
Mixed Bag Music, Inc. | | New York |
MM Investment Inc. (fka Warner Music Bluesky Holdings Inc.) | | Delaware |
NC Hungary Holdings Inc. | | Delaware |
New Chappell Inc. | | Delaware |
Nonesuch Records Inc. | | Delaware |
NVC International Inc. | | Delaware |
Octa Music, Inc. | | New York |
