Exhibit 5.3
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May 17, 2024 WarnerMedia Holdings, Inc. 230 Park Avenue South New York, New York 10003 Re: Notes Offering of WarnerMedia Holdings, Inc. | | | ![LOGO](https://capedge.com/proxy/8-K/0001193125-24-141713/g817509g0517033447858.jpg) | |
Ladies and Gentlemen:
We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio corporation (the “Opinion Party”), in connection with the Registration Statement on Form S-3 (File No. 333-264453) (the “Registration Statement”) and the Prospectus Supplement, dated May 14, 2024 (the “Prospectus Supplement”), to the Prospectus, dated April 22, 2022, of WarnerMedia Holdings, Inc., a Delaware corporation (“WMH”), filed with the Securities and Exchange Commission (the “Commission”), relating to the issuance and sale by WMH of €650,000,000 aggregate principal amount of its 4.302% Senior Notes due 2030 and €850,000,000 aggregate principal amount of its 4.693% Senior Notes due 2033 (collectively, the “Notes”), issued under a base indenture, dated as of March 10, 2023, by and among WMH, Warner Bros. Discovery, Inc., as parent guarantor (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of May 17, 2024, by and among WMH, the Parent Guarantor, Discovery Communications, LLC (“DCL”) and the Opinion Party, as subsidiary guarantors (DCL, and together with Opinion Party and the Parent Guarantor, the “Guarantors”), Elavon Financial Services DAC, UK Branch, as paying agent, and the Trustee (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”). The Notes will be fully and unconditionally guaranteed on an unsecured unsubordinated basis (the “Guarantee”) by the Guarantors, pursuant to the Indenture.
In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the Articles of Incorporation of the Opinion Party, dated as of October 22, 2007, filed in the office of the Secretary of State of the State of Ohio (the “Filing Office”) on October 23, 2007, as amended by the Certificate of Amendment, dated as of December 26, 2007, filed in the Filing Office on December 28, 2007, as amended by the Certificate of Amendment, dated as of June 24, 2008, filed in the Filing Office on June 25, 2008, as amended by the Certificate of Merger, effective as of December 31, 2016, filed in the Filing Office on November 15, 2016, as amended by the Certificate of Merger, effective as of March 6, 2018, filed in the Filing Office on March 6, 2018, as amended by the Certificate of Merger, effective as
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