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EXHIBIT 5
September 20, 2001
Citizens Communications Company
3 High Ridge Park
Stamford, Connecticut 06905
Ladies and Gentlemen:
We have acted as special counsel to Citizens Communications Company,
a Delaware corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-4 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on behalf of the
Company, relating to the registration of $300,000,000 aggregate principal amount
of the Company's 6.375% Senior Notes due 2004, $750,000,000 aggregate principal
amount of the Company's 7.625% Senior Notes due 2008 and $700,000,000 aggregate
principal amount of the Company's 9.00% Senior Notes due 2031 (collectively, the
"New Notes"), which are to be offered in exchange for an equivalent principal
amount of the Company's currently outstanding Company's 6.375% Senior Notes due
2004, the Company's 7.625% Senior Notes due 2008 and the Company's 9.00% Senior
Notes due 2031 (collectively, the "Old Notes"), all as more fully described in
the Registration Statement. The New Notes will be issued under the Company's
Indenture, dated as of August 16, 2001 (the "Indenture"), between the Company
and The Chase Manhattan Bank, as trustee.
This opinion letter is furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act").
In connection with this opinion letter, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Indenture, (iii) the Restated Certificate of
Incorporation of the Company as in effect on the date hereof, (iv) the By-Laws
of the Company as in effect on the date hereof, (v) the form of the New Notes,
and (vi) resolutions adopted by the Board of Directors of the Company
authorizing, among other things, the filing of the Registration Statement and
the issuance and exchange of the New Notes for the Old Notes. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of pubic officials, certificates of officers or other representatives of the
Company and others, and
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Citizens Communications Company
September 20, 2001
Page 2
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein that were not independently
established or verified, we have relied upon 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 New
York, and we do not express any opinion as to the laws of any other jurisdiction
other than the General Corporation Law of the State of Delaware. This opinion
letter is limited to the laws, including the rules and regulations, as in effect
on the date hereof.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The issuance and exchange of the New Notes for the Old
Notes has been duly authorized by requisite corporate action on the part
of the Company.
2. The New Notes will constitute binding obligations of the
Company enforceable against the Company in accordance with their terms,
except as enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
now or hereafter in effect relating to or affecting creditors' rights
generally, (b) an implied covenant of good faith and fair dealing and (c)
general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity), when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), shall have become effective under the Securities Act, (ii)
the New Notes are duly executed and authenticated in accordance with the
provisions of the Indenture, and (iii) the New Notes shall have been
issued and delivered in exchange for the Old Notes pursuant to the terms
set forth in the Prospectus.
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Citizens Communications Company
September 20, 2001
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We hereby consent to the reference to our firm under the headings
"Legal Matters" in the Prospectus and to the filing of this opinion letter with
the Commission as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Winston & Strawn