Exhibit 5.1
, 2010
The McClatchy Company
2100 Q Street,
Sacramento, California 95816
Re: The McClatchy Company – Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to The McClatchy Company, a Delaware corporation (the “Company”), and the Company’s subsidiary guarantors named inSchedule I hereto (the “Subsidiary Guarantors” and, together with the Company, the “Registrants”), in connection with the filing by the Registrants with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the Subsidiary Guarantors (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by each of the Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees” and, together with the Outstanding Guarantees, the “Guarantees”). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
In rendering the opinions expressed below, we have examined originals or copies of: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the Subsidiary Guarantors and the initial purchasers listed therein; (c) the Indenture; (d) specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantees, included as exhibits to the Indenture; and (e) the other documents delivered by or on behalf of the Company, the Subsidiary Guarantors and the Trustee as of the date hereof in connection with the delivery of
The McClatchy Company
, 2010
Page 2
the Securities. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.
We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic original documents of all documents submitted to us as copies; (d) the truth, accuracy and completeness of the factual information and factual matters, contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof; (e) the legal capacity of natural persons; (f) that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; and (g) that the Exchange Notes will be duly authenticated by the Trustee. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Members of our firm are admitted to the bar in the State of California, the State of New York, the State of Texas, and the State of Washington and we express no opinion as to any matter relating to laws of any jurisdiction other than the laws of the State of California, the laws of the State of New York, the laws of the State of Texas, the laws of the State of Washington, the federal laws of the United States of America, the Delaware General Corporation Law (the “DGCL”), and the Delaware Limited Liability Company Act (the “DLLCA”), as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction. We are not licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL and DLLCA are based solely on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such statues and provisions.
We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances and preferences; (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and limitations on rights of acceleration, whether considered in a proceeding in equity or at law.
The McClatchy Company
, 2010
Page 3
With regard to our opinion in paragraph 2 below relating to the valid and binding obligation of the Exchange Notes Guarantees by Subsidiary Guarantors incorporated in states other than California, Delaware, New York, Texas or Washington, we have relied on the legal opinions from the law firms listed onSchedule II hereto to the extent necessary to deliver the opinion set forth in paragraph 2 below that each such Subsidiary Guarantor has duly authorized, executed, issued and delivered such agreements to which it is a party and that each such Subsidiary Guarantor has the corporate power and authority to enter into such agreements and to perform the terms and conditions of such agreements to be performed by it. We understand that you are receiving legal opinions as to such other Subsidiary Guarantor matters from the law firms listed onSchedule II hereto.
On the basis of the foregoing and in reliance thereon and having regard for legal considerations which we deem relevant, and subject to the limitations and qualifications set forth herein, we advise you that in our opinion:
1. When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and (ii) the Exchange Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer, the Exchange Notes will constitute binding obligations of the Company, enforceable against the Company in accordance with their terms; and
2. When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any) shall have become effective under the Securities Act, (ii) the Exchange Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer, and (iii) the Exchange Notes Guarantees have been duly executed and delivered by the respective Subsidiary Guarantor in accordance with the provisions of the Indenture, and exchanged for the Outstanding Guarantees in accordance with the terms of the Exchange Offer, the Exchange Notes Guarantees will constitute binding obligations of the applicable Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with their terms.
The McClatchy Company
, 2010
Page 4
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement and any amendments thereto. In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act. This opinion letter speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date.
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Very truly yours, |
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WILSON SONSINI GOODRICH & ROSATI, |
Professional Corporation |
Schedule I
Subsidiary Guarantors
Newsprint Ventures, Inc., a California corporation
McClatchy Newspapers, Inc., a Delaware corporation
McClatchy Management Services, Inc., a Delaware corporation
McClatchy U.S.A., Inc., a Delaware corporation
McClatchy Investment Company, a Delaware corporation
Miami Herald Media Company, a Delaware corporation
The Charlotte Observer Publishing Company, a Delaware corporation
Star-Telegram, Inc., a Delaware corporation
Wingate Paper Company, a Delaware corporation
McClatchy Interactive West, a Delaware corporation
Bellingham Herald Publishing, LLC, a Delaware limited liability company
Cypress Media, LLC, a Delaware limited liability company
Idaho Statesman Publishing, LLC, a Delaware limited liability company
Olympian Publishing, LLC, a Delaware limited liability company
San Luis Obispo Tribune, LLC, a Delaware limited liability company
McClatchy Interactive LLC, a Delaware limited liability company
Cypress Media, Inc., a New York corporation
Nor-Tex Publishing, Inc., a Texas corporation
Mail Advertising Corporation, a Texas corporation
Olympic-Cascade Publishing, Inc., a Washington corporation
Tacoma News, Inc., a Washington corporation
Anchorage Daily News, Inc., an Alaska corporation
Pacific Northwest Publishing Company, Inc., a Florida corporation
The Bradenton Herald, Inc., a Florida corporation
Aboard Publishing, Inc., a Florida corporation
Keynoter Publishing Company, Inc., a Florida corporation
Biscayne Bay Publishing, Inc., a Florida corporation
Macon Telegraph Publishing Company, a Georgia corporation
Columbus-Ledger Enquirer, Inc., a Georgia corporation
Quad County Publishing, Inc., an Illinois corporation
Keltatim Publishing Company, Inc., a Kansas corporation
Wichita Eagle and Beacon Publishing Company, Inc., a Kansas corporation
Lexington H-L Services, Inc., a Kentucky corporation
Gulf Publishing Company, Inc., a Mississippi corporation
HLB Newspapers, Inc., a Missouri corporation
Lee’s Summit Journal, Incorporated, a Missouri corporation
Belton Publishing Company, Inc., a Missouri corporation
Cass County Publishing Company, a Missouri corporation
The News and Observer Publishing Company, a North Carolina corporation
Nittany Printing and Publishing Company, a Pennsylvania corporation
East Coast Newspapers, Inc., a South Carolina corporation
The State Media Company, a South Carolina corporation
The Sun Publishing Company, Inc., a South Carolina corporation
Tribune Newsprint Company, a Utah corporation
Schedule II
Law Firms Representing Subsidiary Guarantors
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| Subsidiary Guarantor | | Law Firm Providing Legal Opinion |
Anchorage Daily News, Inc., an Alaska corporation | | Davis Wright Termaine LLP |
Pacific Northwest Publishing Company, Inc., a Florida corporation The Bradenton Herald, Inc., a Florida corporation Aboard Publishing, Inc., a Florida corporation Keynoter Publishing Company, Inc., a Florida corporation Biscayne Bay Publishing, Inc., a Florida corporation | | Holland & Knight LLP |
Macon Telegraph Publishing Company, a Georgia corporation Columbus Ledger-Enquirer, Inc., a Georgia corporation | | Carlton Fields, P.A. |
Quad County Publishing, Inc., an Illinois corporation | | Lewis, Rice & Fingersh, L.C. |
Keltatim Publishing Company, Inc., a Kansas corporation Wichita Eagle and Beacon Publishing Company, a Kansas corporation | | Fleeson, Gooing, Coulson & Kitch, L.L.C. |
Lexington H-L Services, Inc., a Kentucky corporation | | Stoll Keenon Ogden PLLC |
Gulf Publishing Company, Inc., a Mississippi corporation | | Watkins Ludlam Winter & Stennis, P.A. |
HLB Newspapers, Inc., a Missouri corporation Lee’s Summit Journal, Incorporated, a Missouri corporation Belton Publishing Company, Inc. , a Missouri corporation Cass County Publishing Company, a Missouri corporation | | Lewis, Rice & Fingersh, L.C. |
The News and Observer Publishing Company, a North Carolina corporation | | McGuire Woods LLP |
Nittany Printing and Publishing Company, a Pennsylvania corporation | | Eisenstein & Bower, LLP |
East Coast Newspapers, Inc., a South Carolina corporation The State Media Company, a South Carolina corporation The Sun Publishing Company, Inc., a South Carolina corporation | | Wyche Burgess Freeman & Parham, P.A. |
Tribune Newsprint Company, a Utah corporation | | Holland & Hart LLP |
