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- S-4 Registration of securities issued in business combination transactions
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Exhibit 5.1
[Letterhead of Debevoise & Plimpton LLP]
March 24, 2016
Tribune Media Company
435 North Michigan Avenue
Chicago, Illinois 60611
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special New York counsel to Tribune Media Company, a Delaware corporation (the “Issuer”), and the entities listed in Schedule A hereto (collectively, the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on FormS-4 filed with the Commission on March 24, 2016 (the “Registration Statement”) relating to the proposed offering by the Issuer of $1,100,000,000 aggregate principal amount of the Issuer’s 5.875% Senior Notes due 2022 (the “New Notes”), which are to be registered under the Act pursuant to the Registration Statement, in exchange for an equal principal amount of the Issuer’s outstanding 5.875% Senior Notes due 2022 (the “Old Notes”). The New Notes are to be issued pursuant to the Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of June 24, 2015 (the “First Supplemental Indenture”), among the Issuer, the Guarantors and the Trustee, the Second Supplemental Indenture, dated as of September 8, 2015 (the “Second Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, and the Third Supplemental Indenture, dated as of October 8, 2015 (together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental, the “Indenture”), among the Issuer, the guarantors party thereto and the Trustee. The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Guarantors pursuant to and as set forth in the Indenture (such guarantees, collectively, the “Guarantees”).
In rendering the opinions expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Issuer and the Guarantors and such other instruments and certificates of public officials, officers and representatives of the Issuer and the Guarantors and other persons as we have deemed necessary or appropriate for the purposes of such opinions, (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Issuer and the Guarantors and other persons delivered to us and (c) made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions. In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all
signatures on all documents that we have examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the valid existence and good standing of each Guarantor under the laws of their respective jurisdictions of incorporation or formation, (vi) the power and authority of the Trustee and the Guarantors to enter into and perform their respective obligations under the Indenture and the Guarantees, as the case may be, (vii) the due authorization, execution and delivery of the Indenture by the Trustee and the Guarantors, except to the extent that such due execution and delivery thereof by any Guarantor is governed by the laws of the State of New York, (viii) the enforceability of the Indenture against the Trustee and (ix) the due authentication of the New Notes on behalf of the Trustee in the manner provided in the Indenture.
Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that, upon the execution and issuance of the New Notes by the Issuer and authentication of the New Notes by the Trustee in accordance with the Indenture and delivery of the New Notes against exchange therefor of the Old Notes, pursuant to the exchange offer described in the Registration Statement, (1) the New Notes will constitute valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, and (2) the Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality.
The opinions expressed herein are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, each as currently in effect, and we do not express any opinion herein concerning any other laws.
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 heading “Validity of the Notes” in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Debevoise & Plimpton LLP |
Schedule A
Baseline Acquisitions, LLC
Baseline, LLC
Chicagoland Television News, LLC
Classified Ventures Holdco, LLC
CastTV Inc.
FoxCo Acquisition, LLC
FoxCo Acquisition Finance Corporation
FoxCo Acquisition Sub, LLC
Gracenote, Inc.
KDAF, LLC
KIAH, LLC
KPLR, Inc.
KRCW, LLC
KSTU, LLC
KSTU License, LLC
KSWB, LLC
KTLA, LLC
KTVI, LLC
KTVI License, LLC
KTXL, LLC
KWGN, LLC
Local TV, LLC
Local TV Aircraft, Inc.
Local TV Finance, LLC
Local TV Finance Corporation
Local TV Holdings, LLC
Local TV Norfolk Real Estate, LLC
Magic T Music Publishing Company, LLC
Media by Numbers, LLC
Oak Brook Productions, LLC
Riverwalk Holdco, LLC
Riverwalk Holdco II, LLC
Studio Systems, LLC
Tower Distribution Company, LLC
Towering T Music Publishing Company, LLC
Tribune (FN) Cable Ventures, LLC
Tribune Broadcasting Company, LLC
Tribune Broadcasting Company II, LLC
Tribune Broadcasting Denver, LLC
Tribune Broadcasting Denver License, LLC
Tribune Broadcasting Fort Smith, LLC
Tribune Broadcasting Fort Smith License, LLC
Tribune Broadcasting Hartford, LLC
Tribune Broadcasting Indianapolis, LLC
Tribune Broadcasting Kansas City, Inc.
Tribune Broadcasting Norfolk, LLC
Tribune Broadcasting Oklahoma City, LLC
Tribune Broadcasting Oklahoma City License, LLC
Tribune Broadcasting Seattle, LLC
Tribune Digital Ventures, LLC
Tribune Entertainment Company, LLC
Tribune Management Holdings, LLC
Tribune Media Services, LLC
Tribune National Marketing Company, LLC
Tribune Television New Orleans, Inc.
WDAF License, Inc.
WDAF Television, Inc.
WDCW, LLC
WGHP, LLC
WGHP License, LLC
WGN Continental Broadcasting Company, LLC
WHNT, LLC
WHNT License, LLC
WHO License, LLC
WHO Television, LLC
WITI License, LLC
WITI Television, LLC
WJW License, LLC
WJW Television, LLC
WNEP, LLC
WPHL, LLC
WPIX, LLC
WPMT, LLC
WQAD, LLC
WQAD License, LLC
WREG, LLC
WREG License, LLC
WSFL, LLC
WTVR, LLC
WTVR License, LLC
WXMI, LLC
Tribune Real Estate Holdings, LLC
Tribune Real Estate Holdings II, LLC
501 N. Orange Holdco, LLC
AL-Huntsville-200 Holmes Avenue, LLC
AR-Fort Smith-318 North 13th Street, LLC
AR-Van Buren-179 Gladewood Road, LLC
CA-4655 Fruitridge Road, LLC
CA-Olympic Plant, LLC
CA-LATS South, LLC
CA-Los Angeles Times Square, LLC
CO-1006 Lookout Mountain Road, LLC
CO-Clear Creek County-Argentine Pass, LLC
CO-Denver-100 East Speer Boulevard, LLC
CO-Golden-21214 Cedar Lake Road, LLC
CT-121 Wawarme Avenue, LLC
CT-285 Broad Street, LLC
CT-WTIC, LLC
FL-633 North Orange Avenue, LLC
FL-Deerfield Plant, LLC
FL-Orlando Sentinel, LLC
IA-Alleman Polk County, LLC
IA-Des Moines-1801 Grand Avenue, LLC
IL-11201 Franklin Avenue, LLC
IL-16400 South 105th Court, LLC
IL-2501 West Bradley Place, LLC
IL-3249 North Kilpatrick, LLC
IL-3722 Ventura Drive, LLC
IL-720 Rohlwing Road, LLC
IL-777 West Chicago Avenue, LLC
IL-Henry County-Rustic Hill, LLC
IL-Moline-3003 Park 16 Street, LLC
IL-Orion-2880 North 1100 Avenue, LLC
IL-Tribune Tower, LLC
IN-2350 Westlane Road, LLC
IN-6910 Network Place, LLC
IN-Trafalgar WTTV, LLC
IN-Windfall WTTV, LLC
MD-3400 Carlins Park Drive, LLC
MD-601 N. Calvert, LLC
MD-North Calvert Street, LLC
MI-3117 Plaza Drive, LLC
MI-Davis Road, LLC
MO-Kansas City-3020 Summit Street, LLC
MO-St Louis-Emil Avenue, LLC
NC-High Point-2005 Francis Street, LLC
NC-Sofia-4119 Old Courthouse Road, LLC
OH-Cleveland-5800 South Marginal Road, LLC
OH-Parma-4501 West Pleasant Valley Road, LLC
OK-Oklahoma City-East Britton Road, LLC
OR-10255 SW Arctic Drive, LLC
PA-2005 South Queen Street, LLC
PA-5001 Wynnefield Avenue, LLC
PA-550 East Rock Road, LLC
PA-Luzerne County-Penobscot Mountain, LLC
PA-Moosic-16 Montage Mountain Road, LLC
PA-Morning Call, LLC
PA-Ransom, LLC
PA-South Abington-Rt. 11 and Morgan Hwy, LLC
TN-Memphis-803 Channel 3 Drive, LLC
TREH CM Member 2, LLC
TREH Costa Mesa, LLC
TX-7700 Westpark Drive, LLC
TX-8001 John Carpenter Freeway, LLC
UT-Salt Lake City-Amelia Earhart Drive, LLC
VA-216 Ironbound Road, LLC
VA-Norfolk-720 Boush Street, LLC
VA-Portsmouth-1318 Spratley Street, LLC
VA-Richmond, LLC
VA-Suffolk-5277 Nansemond Parkway, LLC
WA-1813 Westlake Avenue, LLC
WI-Brown Deer-9001 North Green Bay Road, LLC
WI-Milwaukee-1100 East Capital Drive, LLC