September 26, 1996
Muzak Limited Partnership
Muzak Capital Corporation
2901 Third Avenue
Suite 400
Seattle, Washington 98121
Re: Muzak Limited Partnership and
Muzak Capital Corporation
Registration Statement on Form S-1
(Nos. 333-03741 and 333-03741-01)
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Gentlemen:
We have acted as counsel to Muzak Limited Partnership (the "Company")
and Muzak Capital Corporation ("Capital Corp" and, together with the Company,
the "Issuers") in connection with the preparation and filing with the Securities
and Exchange Commission of the Company's Registration Statement on Form S-1,
File Nos. 333-03741 and 333-03741-01 (as amended, the "Registration Statement"),
under the Securities Act of 1933, as amended, relating to $100,000,000 principal
amount of the Issuers' Senior Notes due 2003 (the "Securities").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
form of Underwriting Agreement (the "Underwriting Agreement") between the
Issuers and Donaldson, Lufkin & Jenrette Securities Corporation and Lazard
Freres & Co. LLC, the form of Indenture (the "Indenture") between the Company
and First Trust National Association, as Trustee, pursuant to which the
Securities will be issued, and such corporate records, agreements, documents and
other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Issuers, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
Muzak Limited Partnership
Muzak Capital Corporation
September 26, 1996
Page 2
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Securities are duly authorized and, when
duly executed on behalf of the Issuers, authenticated by the Trustee under the
Indenture and issued and sold in accordance with the terms of the Underwriting
Agreement and as described in the Registration Statement, will be validly issued
and will constitute legal and binding obligations of the Issuers in accordance
with their terms and the terms of the Indenture, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair-dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of
Delaware and the federal laws of the United States, and we express no opinion as
to the effect on the matters covered by this opinion of the laws of any other
jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. Those opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent. We hereby
consent to the use of this letter as an exhibit to the Registration Statement.
We further consent to any and all references to our firm in the Prospectus which
is a part of said Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges