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Exhibit 5.1
June 14, 1996
09-098-017
IXC Communications, Inc.
Atlantic States Microwave Transmission Company
Central States Microwave Transmission Company
IXC Carrier, Inc.
IXC Long Distance, Inc.
Link Net International, Inc.
Rio Grande Transmission, Inc.
Telcom Engineering, Inc.
Tower Communication Systems Corp.
West Texas Microwave Company
Western States Microwave Transmission Company
2000 Plaza on the Lake, Suite 200
Austin, Texas 78746
Re: IXC Communications, Inc., et. al. -- 12 1/2% Series A and Series B
Senior Notes due October 1, 2005 -- Registration Statement on Form
S-4 (File No. 333-2936)
Ladies and Gentlemen:
We have acted as counsel to IXC Communications, Inc., a Delaware
corporation (the "Company"), and each of Atlantic States Microwave Transmission
Company, a Nevada corporation, Central States Microwave Transmission Company, an
Ohio corporation, IXC Carrier, Inc., a Nevada corporation, IXC Long Distance,
Inc., a Delaware corporation, Link Net International, Inc., a Delaware
corporation, Rio Grande Transmission, Inc., a Delaware corporation, Telcom
Engineering, Inc., a Texas corporation, Tower Communication Systems Corp., an
Ohio corporation, West Texas Microwave
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IXC Communications, Inc.
June 14, 1996
Page 2
Company, a Texas corporation, and Western States Microwave Transmission Company,
a Nevada corporation, (each, a "Guarantor," and collectively, the
"Guarantors"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of, and the offer to exchange (the
"Exchange Offer"), the Company's 12 1/2% Series B Senior Notes due October 1,
2005 (the "New Notes") for its outstanding 12 1/2% Series A Senior Notes due
October 1, 2005 and the guarantee of the New Notes by each of the Guarantors
(collectively, the "Guarantees"). This opinion is delivered to you in connection
with the Registration Statement on Form S-4 for the aforementioned New Notes,
the Exchange Offer and the Guarantees, originally filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act on April 1, 1996
(File No. 333-2936), as amended (as amended, the "Registration Statement").
Capitalized terms used herein without definition shall have the meanings given
to them in the Registration Statement.
In rendering this opinion, we have examined copies identified to our
satisfaction as being copies of the form of the New Notes and the Indenture,
each attached as an exhibit to the Registration Statement, and originals,
counterparts or copies identified to our satisfaction as being true copies of
such other documents as we have deemed necessary or appropriate to render the
opinions given below. We have assumed the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or photostatic copies.
We have investigated such questions of law for the purpose of rendering
this opinion as we have deemed necessary. We are opining herein only as to the
effect on the subject transaction of United States federal law, the law of the
State of New York and the General Corporation Law of the State of Delaware. We
express no opinion with respect to compliance with state securities laws or with
respect to any state or federal fraudulent conveyance or transfer statutes.
Based upon the foregoing and subject to the qualifications, exceptions
and limitations set forth herein, we are of the opinion that when the
Registration Statement shall become effective under the Securities Act, when the
Indenture shall become qualified under the Trust Indenture Act of 1939, as
amended, and when the New Notes shall have been duly executed and authenticated
as specified in the Indenture:
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IXC Communications, Inc.
June 14, 1996
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1. The Indenture constitutes the legally, valid and binding obligation
of the Company and each of the Guarantors.
2. The New Notes will constitute the legally, valid and binding
obligations of the Company and each of the Guarantors.
3. The Guarantees will constitute the legally, valid and binding
obligations of each of the Guarantors.
The enforceability of the Indenture, the New Notes and the Guarantees
is subject to the following exceptions, limitations and qualifications:
(a) the effect upon the Indenture, the New Notes or the Guarantees
of bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors rights generally;
(b) general principles of equity, whether considered in a proceeding
in equity or at law, and the discretion of the court before which any proceeding
therefor may be brought;
(c) the unenforceability, under certain circumstances, of certain
remedial and exculpatory provisions including (i) certain self-help provisions
and provisions which purport to create evidentiary standards; (ii) provisions
which purport to restrict access to legal or equitable remedies or to waive or
release any statutory provisions or common law rights or benefits that may not
be waived or released; (iii) under certain circumstances, provisions declaring
that the failure to exercise or delay in exercising rights or remedies will not
operate as a waiver of any such right or remedy; and (iv) provisions imposing
penalties, forfeitures, late payment charges or an increase in interest rate
upon delinquency in payment or the occurrence of a default;
(d) the unenforceability, under certain circumstances, of provisions
in agreements which purport to bind persons or entities not parties thereto;
(e) the unenforceability, under certain circumstances, of provisions
which purport to establish consent to the subject matter jurisdiction of any
court;
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IXC Communications, Inc.
June 14, 1996
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(f) the unenforceability, under circumstances, of provisions
regarding indemnification against, or contribution with respect to, liabilities
where such indemnification or contribution is contrary to public policy;
(g) provisions that permit any person to take action or make
determinations, or to benefit from indemnities or similar undertakings, may be
subject to requirements that such action be taken or such determinations be
made, or that any action or inaction by such person that may give rise to a
request for payment under such an indemnity or similar undertaking be taken or
not taken, on a reasonable basis and in good faith;
(h) under certain circumstances, the requirement that provisions may
be modified or waived only in writing or only in a specific instance may be
unenforceable to the extent that an oral agreement has been effected or a course
of dealing has occurred modifying such provisions;
(i) the authority of a court to modify or limit contractual awards
of attorneys fees;
(j) statutory provisions and case law that provide that, in certain
circumstances, a surety or guarantor may be exonerated if the creditor
materially alters the original obligation of the principal without the consent
of the guarantor, elects remedies for default which impair the subrogation
rights of the surety or guarantor against the principal or otherwise takes any
action without notifying the guarantor which materially prejudices the surety or
guarantor; and
(k) the unenforceability, under certain circumstances, of provisions
waiving vaguely or broadly stated rights or unknown future rights and of
provisions stating that rights or remedies are not exclusive, that every right
or remedy is cumulative and may be exercised in addition to or with any other
right or remedy or that election of some particular remedy or remedies does not
preclude recourse to one or more others.
This opinion is given in respect of the Indenture, the New Notes and
the Guarantees only, and we express no opinion as to the legality, validity or
binding effect of any collateral agreement or other document or any other matter
beyond the matters expressly set forth herein. We assume that each of the
Guarantors has received adequate consideration in connection with the
Guarantees. To the extent that the obligations of the Company and
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IXC Communications, Inc.
June 14, 1996
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each of the Guarantors under the Indenture may be dependent upon such matters,
we assume for purposes of this opinion that the Trustee is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the valid, binding and
enforceable obligation of the Trustee; that the Trustee is in compliance,
generally and with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
corporate and legal power and authority to perform its obligations under the
Indenture.
We inform you that Carl W. McKinzie, a principal in our firm, is a
director of the Company and each of the Guarantors and stockholder of the
Company and the Company has granted an option covering shares of common stock to
another principal in our firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ RIORDAN & MCKINZIE