EXHIBIT 5.1
[Letterhead of McGuireWoods LLP]
July 17, 2001
Board of Directors
Media General, Inc.
333 East Franklin Street
Richmond, VA 23219
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-3 being filed
with the Securities and Exchange Commission (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of (i) up to U.S. $600,000,000 aggregate offering price
of certain Senior Debt Securities and any similar securities that may be
registered pursuant to any subsequent related registration statement that the
Company may hereafter file with the Securities and Exchange Commission pursuant
to Rule 462(b) under the Securities Act (the "Senior Debt Securities") and (ii)
the guarantees of the Senior Debt Securities by the guarantors described in the
Registration Statement (the "Guarantees") (the Senior Debt Securities and the
Guarantees being collectively referred to herein as the "Securities"). In
connection with the offering of the Securities, you have requested our opinion
with respect to the matters set forth herein.
In connection with the delivery of this opinion, we have examined originals
or copies of the organizational documents and bylaws of the Company and the
guarantors named in the Registration Statement (the "Guarantors"), the
Registration Statement and the exhibits thereto, certain resolutions adopted by
the Boards of Directors of the Company and the Guarantors and such other
records, agreements, instruments, certificates and other documents of public
officials, the Company, the Guarantors and their officers and representatives,
and have made such inquiries of the Company, the Guarantors and their officers
and representatives, as we have deemed necessary or appropriate in connection
with the opinions set forth herein. We are familiar with the proceedings
heretofore taken, and with the additional proceedings proposed to be taken, by
the Company and the Guarantors in connection with the authorization,
registration, issuance and sale of the Securities. With respect to certain
factual matters, we have relied upon representations from, or certificates of,
officers of the Company and the Guarantors. In making such examination and
rendering the opinions set forth below, we have assumed without verification the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as certified or photostatic
copies and the legal capacity of all individuals executing such documents.
Based on such examination and review, and subject to the foregoing and to
the limitations and qualifications stated below, we are of the opinion that when
the Indenture and any supplemental indentures to be entered into in connection
with the issuance of any Senior Debt Securities have been duly authorized,
executed and delivered by the Trustee, the Company
and the Guarantors; the specific terms of a particular series of Senior Debt
Securities have been duly authorized and established in accordance with the
Indenture; such Senior Debt Securities have been duly authorized, executed,
authenticated, issued and delivered in accordance with the Indenture and the
applicable underwriting or other agreement; such Securities will constitute
valid and binding obligations of the Company and the Guarantors, respectively,
enforceable in accordance with their terms, subject to the effects of applicable
bankruptcy, insolvency, fraudulent transfer, and similar laws affecting
creditors' rights generally; equitable principles of general applicability and
public policy considerations that may limit the rights of parties to obtain
certain remedies.
In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any such Security, (i) the Board of
Directors of the Company shall have duly established the terms of such Security
and duly authorized the issuance and sale of such Security and such
authorization shall not have been modified or rescinded; (ii) the Registration
Statement shall have been declared effective and such effectiveness shall not
have been terminated or rescinded; and (iii) there shall not have occurred any
change in law affecting the validity or enforceability of such Security. We have
also assumed that none of the terms of any Security to be established subsequent
to the date hereof, nor the issuance and delivery of such Security, nor the
compliance by the Company or the Guarantors with the terms of such Security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company or the Guarantors, or any
restriction imposed by any court or governmental body having jurisdiction over
the Company or the Guarantors.
This opinion is limited to the laws of the United States of America, the
Commonwealth of Virginia and the States of Florida, Georgia and New York and to
the General Corporation Law of the State of Delaware and the Alabama Limited
Liability Company Act, and we have not considered, and we express no opinion as
to, the laws of any other jurisdiction.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the statements made with regard to our firm under
the caption "LEGAL MATTERS" appearing in the prospectus that is a part of the
Registration Statement, and in any supplements thereto and any related
registration statements filed pursuant to Rule 462(b) under the Securities Act.
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ McGuireWoods LLP