Exhibit 5.1
September 17, 2009
Frontier Communications Corporation
3 High Ridge Park
Stamford, Connecticut 06905
| Re: | $600 Million Aggregate Principal Amount of 8.125% Senior Notes Due 2018 of |
Frontier Communications Corporation Offered through Underwriters
Ladies and Gentlemen:
We are acting as counsel for Frontier Communications Corporation, a Delaware corporation (the “Issuer”), in connection with the issuance and sale of $600,000,000 aggregate principal amount of 8.125% senior notes due 2018 of the Issuer (the “Notes”), pursuant to the Underwriting Agreement, dated as of September 17, 2009 (the “Underwriting Agreement”), entered into by and among the Issuer and Credit Suisse Securities (USA) LLC, acting as representative of the several underwriters named therein (collectively, the “Underwriters”). The Notes will be issued pursuant to an indenture, dated as of April 9, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”), by and between the Issuer and The Bank of New York Mellon, as trustee (the “Trustee”).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes, when they are executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and issued and delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Issuer.
For purposes of the opinion expressed herein, we have assumed that (i) the definitive terms of the Notes will be established in accordance with the provisions of the Indenture and (ii) the Trustee has authorized, executed and delivered the Indenture and the Indenture is the valid, binding and enforceable obligation of the Trustee.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
Frontier Communications Corporation
September 17, 2009
Page 2
The opinion expressed herein is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, including applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law, in each case as currently in effect, and we express no opinion as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Issuer and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-158391) (the “Registration Statement”), filed by the Issuer to effect the registration of the Notes under the Securities Act of 1933 (the “Act”) and to the reference to Jones Day under the captions “Validity of Securities” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
| /s/ Jones Day |
