Exhibit 5.1
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May 21, 2019 Discovery Communications, LLC 8403 Colesville Road Silver Spring, Maryland 20910 | | | | ![LOGO](https://capedge.com/proxy/8-K/0001193125-19-152765/g746783g88p66.jpg) |
Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as counsel for Discovery Communications, LLC, a Delaware limited liability company (the “Company”), Discovery, Inc., a Delaware corporation (the “Parent Guarantor”) and Scripps Networks Interactive, Inc., an Ohio corporation (the “Subsidiary Guarantor”), in connection with the offer and sale of $750,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2029 (the “2029 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.300% Senior Notes due 2049 (the “2049 Notes” and together with the 2029 Notes, the “Debt Securities”), pursuant to an underwriting agreement dated May 16, 2019 (the “Underwriting Agreement”), among the Company, the Parent Guarantor, the Subsidiary Guarantor and Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters. The Debt Securities will be fully and unconditionally guaranteed on an unsecured senior basis (the “Guarantees”) by the Parent Guarantor and the Subsidiary Guarantor. The term “Securities” as used herein shall mean the Debt Securities and the related Guarantees. Each series of the Debt Securities will be issued as separate series of debt securities to be issued pursuant to the indenture, dated as of August 19, 2009 (the “Base Indenture”), among the Company, the Parent Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture among the Company, the Parent Guarantor, the Subsidiary Guarantor and the Trustee, to be entered into concurrently with the delivery of the Debt Securities (the “Seventeenth Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
The Company, the Parent Guarantor, the Subsidiary Guarantor and Discovery Communications Holding, LLC filed with the Securities and Exchange Commission (the “Commission”) the registration statement on FormS-3 (FileNo. 333-231160 under the Securities Act of 1933, as amended (the “Securities Act”), on May 1, 2019 (the “Registration Statement”) and the preliminary prospectus supplement dated May 16, 2019 (the “Preliminary Prospectus Supplement”), and the prospectus supplement dated May 16, 2019 (the “Prospectus Supplement”).
We have examined and relied upon corporate or other proceedings of the Company and the Parent Guarantor regarding the authorization of the execution and delivery of the Indenture, the Underwriting Agreement and the issuance of the Debt Securities, the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Underwriting Agreement and the Indenture. For purposes of this opinion, we have also examined and relied upon the
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