Exhibit 5.3
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March 22, 2023 WarnerMedia Holdings, Inc. 230 Park Avenue South New York, New York 10003 Re: Registration Statement on Form S-4 of WarnerMedia Holdings, Inc. | | ![LOGO](https://capedge.com/proxy/S-4/0001193125-23-076742/g481198g0322010334861.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 filing with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) relating to the offering by WarnerMedia Holdings, Inc., a Delaware corporation (“WMH”) of (a) up to $1,750,000,000 aggregate principal amount of WMH’s 3.428% Senior Notes due 2024, $500,000,000 aggregate principal amount of WMH’s 3.528% Senior Notes due 2024, $1,750,000,000 aggregate principal amount of WMH’s 3.638% Senior Notes due 2025, $500,000,000 aggregate principal amount of WMH’s 3.788% Senior Notes due 2025, $4,000,000,000 aggregate principal amount of WMH’s 3.755% Senior Notes due 2027, $1,500,000,000 aggregate principal amount of WMH’s 4.054% Senior Notes due 2029, $5,000,000,000 aggregate principal amount of WMH’s 4.279% Senior Notes due 2032, $4,500,000,000 aggregate principal amount of WMH’s 5.050% Senior Notes due 2042, $7,000,000,000 aggregate principal amount of WMH’s 5.141% Senior Notes due 2052, $3,000,000,000 aggregate principal amount of WMH’s 5.391% Senior Notes due 2062, and $500,000,000 aggregate principal amount of WMH’s Floating Rate Senior Notes due 2024 (collectively, the “New Notes”) in exchange for outstanding notes of like principal amounts, rates and due date (collectively, the “Old Notes”) and (b) the full and unconditional guarantee as to the payment of principal and interest on the New Notes by each of the entities listed in the Registration Statement as guarantors, which includes the Opinion Party (the “Guarantors”), in exchange for the full and unconditional guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The New Notes will be issued by WMH under the indenture, dated as of March 15, 2022, by and among WMH, AT&T Inc., and U.S. Bank Trust Company, National Association (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of April 8, 2022, by and among the Opinion Party, WMH, Warner Bros. Discovery, Inc., Discovery Communications, LLC, and U.S. Bank Trust Company, National Association (the “Supplemental Indenture”, together with the Base Indenture, 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